|
|
Court OpinionsState LawsUS CodeUS Constitution |
Texas Business Organizations Code - Chapter 11 Winding Up And Termination Of Domestic EntityLegal Research Home > Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Chapter 11 Winding Up And Termination Of Domestic Entity Sponsored LinksIn this chapter: (1) "Claim" means a right to payment, damages, or property, whether liquidated or unliquidated, accrued or contingent, matured or unmatured. (2) "Event ... Winding up of a domestic entity is required on: (1) the expiration of the domestic entity's period of duration, if not perpetual; (2) a voluntary ... (a) Except as provided by the title of this code governing the domestic entity, on the occurrence of an event requiring winding up of a ... (a) Except as provided by Subsection (b) and the title of this code governing the domestic entity, a domestic entity in the process of winding ... Subject to the other provisions of this code, on application of a domestic entity or an owner or member of a domestic entity, a court ... During the winding up process, a domestic entity may continue prosecuting or defending a court action or proceeding by or against the domestic entity. Acts ... In addition to an event listed under Section 11.051, the termination of the continued membership of the last remaining member of a limited liability company ... (a) An event requiring winding up of a general partnership includes, in addition to any event specified in Section 11.051, the following: (1) in a ... An event requiring the winding up of a limited partnership includes, in addition to any event specified in Section 11.051, the following: (1) written consent ... For purposes of Section 11.051(3), the event requiring the winding up, dissolution, or termination of a domestic corporation must be specific in: (1) the certificate ... (a) On completion of the winding up process under Subchapter B, a filing entity must file a certificate of termination in accordance with Chapter 4. ... Except as otherwise provided by this chapter, the existence of a filing entity terminates on the filing of a certificate of termination with the filing ... Except as otherwise provided by this chapter, the existence of a nonfiling entity terminates on the completion of the winding up of its business and ... The secretary of state shall remove from its active records a domestic filing entity whose period of duration has expired when the secretary of state ... (a) In addition to the information required by Section 11.101, the certificate of termination filed by a nonprofit corporation that has completed its winding up ... (a) Before the termination of the existence of a domestic entity takes effect, the domestic entity may revoke a voluntary decision to wind up the ... (a) Subject to Subsections (c) and (d), a domestic entity to which an event requiring the winding up of the entity occurs as specified by ... Notwithstanding any provision of this code to the contrary, a court may order the revocation of termination of an entity's existence that was terminated as ... (a) A terminated entity may be reinstated under this subchapter if: (1) the termination was by mistake or inadvertent; (2) the termination occurred without the ... (a) To the extent applicable, a terminated entity, to be reinstated, must complete the requirements of this section not later than the third anniversary of ... If the secretary of state determines that a filing entity's name contained in a certificate of reinstatement filed under Section 11.202 is the same as, ... The reinstatement of a terminated nonfiling entity takes effect on the approval required by Section 11.202(b). Acts 2003, 78th Leg., ch. 182, § 1, eff. ... The reinstatement of a terminated filing entity that previously filed a certificate of termination takes effect on the filing of the entity's certificate of reinstatement. ... When the reinstatement of a terminated entity takes effect: (1) the existence of the terminated entity is considered to have continued without interruption from the ... (a) If it appears to the secretary of state that, with respect to a filing entity, a circumstance described by Subsection (b) exists, the secretary ... (a) If termination of a filing entity's existence is required, the secretary of state shall: (1) issue a certificate of termination; and (2) deliver a ... (a) The secretary of state shall reinstate a filing entity that has been involuntarily terminated under this subchapter if the entity files a certificate of ... A filing entity whose certificate of formation has been forfeited under the provisions of the Tax Code must follow the procedures in the Tax Code ... (a) A court may enter a decree requiring winding up of a filing entity's business and termination of the filing entity's existence if, as the ... (a) The secretary of state shall provide to the attorney general: (1) the name of a filing entity that has given cause under Section 11.301 ... The attorney general shall file an action against a filing entity in the name of the state seeking termination of the entity's existence if: (1) ... An action filed by the attorney general under Section 11.303 shall be abated if, before a district court renders judgment on the action, the filing ... If a district court finds in an action brought under this subchapter that proper grounds exist under Section 11.301(a) for a winding up of a ... (a) If, in an action brought under this subchapter, a filing entity has proved by a preponderance of the evidence and obtained a finding that ... (a) An appellate court that affirms a trial court's findings against a filing entity under this subchapter shall remand the case to the trial court ... (a) The attorney general shall bring an action for the involuntary winding up and termination of a filing entity under this subchapter in: (1) a ... Citation in an action for the involuntary winding up and termination of a filing entity under this subchapter shall be issued and served as provided ... (a) If process in an action under this subchapter is returned not found, the attorney general shall publish notice in a newspaper in the county ... The expiration of a filing entity's period of duration does not, by itself, create a vested right on the part of an owner or creditor ... On the decree of a court requiring winding up of a filing entity's business, the filing entity shall comply with: (1) the requirements of the ... A court may enter a decree under Section 11.301 terminating the existence of a filing entity: (1) when the court considers it necessary or advisable; ... A district court in the county in which the registered office or principal place of a domestic partnership or limited liability company is located has ... (a) The clerk of a court that enters a decree terminating the existence of a filing entity shall file a certified copy of the decree ... A terminated filing entity is liable only for an existing claim. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. ... (a) On the voluntary or involuntary termination of a domestic filing entity, the portion of the entity's assets distributable to creditors or owners who are ... A person responsible for the distribution in liquidation of a filing entity's assets will be released and discharged from further liability with respect to money ... (a) To claim money deposited in an account under Section 11.352, a person must submit to the comptroller satisfactory written proof of the person's right ... (a) If no claimant has made satisfactory proof of a right to the money within the period prescribed by Section 11.354(a), the comptroller shall publish ... (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 ... (a) Subject to the provisions of the title governing the terminated filing entity, during the three-year period that a terminated filing entity's existence is continued ... (a) A terminated filing entity may shorten the period for resolving a person's existing claim against the entity by giving notice by registered or certified ... (a) Except as provided by Subsection (b), an existing claim by or against a terminated filing entity is extinguished unless an action or proceeding is ... A receiver may be appointed for a domestic entity or for a domestic entity's property or business only as provided for and on the conditions ... (a) A court that has subject matter jurisdiction over specific property of a domestic or foreign entity that is located in this state and is ... (a) Subject to Subsection (b), and on the application of a person whose right to or interest in any property or fund or the proceeds ... (a) Subject to Subsection (b), a court that has jurisdiction over the property and business of a domestic entity under Section 11.402(b) may appoint a ... (a) Subject to Subsection (b), a court that has jurisdiction over the property and business of a domestic entity under Section 11.402(b) may order the ... (a) A receiver appointed under this chapter: (1) must be an individual citizen of the United States or an entity authorized to act as receiver; ... (a) In a proceeding involving a receivership of the property or business of a domestic entity, the court may require all claimants of the domestic ... (a) A court supervising a receivership under this subchapter may, from time to time: (1) make allowances to a receiver or attorney in the proceeding; ... (a) Notwithstanding any provision of this code to the contrary, a district court in the county in which the registered office of a foreign entity ... (a) A district court may appoint a receiver for all of the property, in and outside this state, of a foreign entity doing business in ... Governing persons and owners or members of a domestic entity are not necessary parties to an action for a receivership or liquidation of the property ... In an action to liquidate the property and business of a domestic entity, the court shall enter a decree terminating the entity and the existence ... (a) In proceedings under Section 11.405, the property of a nonprofit corporation or the proceeds resulting from a sale, conveyance, or other disposition of its ... (a) The clerk of a court that enters a decree terminating the existence of a filing entity under this subchapter shall file a certified copy ... Last modified: August 11, 2007 |