- 6 - dissolution) applicable to professional associations unless there is a conflict between the Acts but does not itself mention involuntary dissolution. If we follow petitioner's logic, any provision of Texas statutory law not mentioned in the Professional Association Act would be in "conflict" with it. This argument is specious. There is no conflict between the Acts. We think petitioner was lawfully dissolved on December 17, 1984. Petitioner's Capacity Under "Survival" Statute Petitioner argues that even if it was lawfully dissolved, its sole shareholder, Dr. Izen, may pursue litigation for its benefit in this Court because there is no time limit on the survival of this cause of action. To the contrary, respondent argues that a corporation that has been dissolved under state law and files a petition beyond the statutory period for "winding up" its affairs has no capacity to prosecute an action in this Court, citing among other cases, Lee Enterprises, Inc. v Commissioner, T.C. Memo. 1992-629 (petition of Texas corporation dissolved more than three years dismissed). Under article 7.12 of the Business Corporation Act, the dissolution of a corporation does not impair "any remedy available to or against such corporation, its officers, directors, or shareholders, for any right or claim existing, or any liability incurred, prior to such dissolution if action or other proceeding thereon is commenced within three years afterPage: Previous 1 2 3 4 5 6 7 8 9 10 11 Next
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