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the date of such dissolution." (Emphasis added.) The effect of
this and its predecessor statute is to preserve remedies for pre-
dissolution claims and liabilities only. Petitioner's liability
for deficiencies in income tax for the years 1990 and 1991 arose
only after the filing of the respective returns. See sec.
6901(b). The notice of deficiency issued by respondent therefore
relates to post-dissolution liabilities.
In Hunter v. Fort Worth Capital Corp., 620 S.W.2d 547, 549-
550 (Tex. 1981), the Supreme Court of Texas noted that, at common
law, dissolution terminated the legal existence of a corporation.
Once dissolved, a corporation could neither sue nor be sued, and
all legal proceedings in which it was a party abated. The court
considered the possibility that some principle of equity,
separate and apart from article 7.12 and its predecessor, might
keep alive a cause of action against a corporation for post-
dissolution liabilities. The court found that the effect of the
statutes enacted prior to the enactment of article 7.12 in 1955
was:
to supplant the equitable trust theory by declaring a
statutory equivalent. * * *
We find no indication that the legislature intended for
Article 7.12 to be interpreted any differently. * * *
Therefore Article 7.12 expresses a legislative policy to
restrict the use of the trust fund theory to pre-dissolution
claims. * * * [Id. at 550-551; fn. ref. omitted.]
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