Pasadena ENT Clinic, P.A. - Page 6

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          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 after              




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