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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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