Texas Business Organizations Code - Section 11.356. Limited Survival After Termination
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§ 11.356. LIMITED SURVIVAL AFTER TERMINATION. (a)
Notwithstanding the termination of a domestic filing entity under
this chapter, the terminated filing entity continues in existence
until the third anniversary of the effective date of the entity's
termination only for purposes of:
(1) prosecuting or defending in the terminated filing
entity's name an action or proceeding brought by or against the
terminated entity;
(2) permitting the survival of an existing claim by or
against the terminated filing entity;
(3) holding title to and liquidating property that
remained with the terminated filing entity at the time of
termination or property that is collected by the terminated filing
entity after termination;
(4) applying or distributing property, or its
proceeds, as provided by Section 11.053; and
(5) settling affairs not completed before
termination.
(b) A terminated filing entity may not continue its
existence for the purpose of continuing the business or affairs for
which the terminated filing entity was formed unless the terminated
filing entity is reinstated under Subchapter E.
(c) If an action on an existing claim by or against a
terminated filing entity has been brought before the expiration of
the three-year period after the date of the entity's termination
and the claim was not extinguished under Section 11.359, the
terminated filing entity continues to survive for purposes of:
(1) the action until all judgments, orders, and
decrees have been fully executed; and
(2) the application or distribution of any property of
the terminated filing entity as provided by Section 11.053 until
the property has been applied or distributed.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Section: 11.314 11.315 11.351 11.352 11.353 11.354 11.355 11.356 11.357 11.358 11.359 11.401 11.402 11.403 11.404
Last modified: August 11, 2007
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