Texas Business Organizations Code Title 1, Chapter 11 - Winding Up And Termination Of Domestic Entity

SUBCHAPTER A GENERAL PROVISIONS

SUBCHAPTER B WINDING UP OF DOMESTIC ENTITY

• Texas Section 11.001 - Definitions
  In this chapter: (1) "Claim" means a right to payment, damages, or property, whether liquidated or unliquidated, accrued or contingent, matured or unmatured. (2) "Event...
• Texas Section 11.051 - Event Requiring Winding Up Of Domestic Entity
  Winding up of a domestic entity is required on: (1) the expiration of any period of duration specified in the domestic entity's governing documents; (2)...
• Texas Section 11.052 - Winding Up Procedures
  (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...
• Texas Section 11.053 - Property Applied To Discharge Liabilities And Obligations
  (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...
• Texas Section 11.054 - Court Supervision Of Winding Up Process
  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...
• Texas Section 11.055 - Court Action Or Proceeding During Winding Up
  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...
• Texas Section 11.056 - Supplemental Provisions For Limited Liability Company
  (a) The termination of the continued membership of the last remaining member of a domestic limited liability company is an event requiring winding up under...
• Texas Section 11.057 - Supplemental Provisions For Domestic General Partnership
  (a) Unless otherwise provided by the partnership agreement, a voluntary decision to wind up a domestic general partnership, other than a partnership described by Subsection...
• Texas Section 11.058 - Supplemental Provision For Limited Partnership
  (a) A voluntary decision to wind up a domestic limited partnership requires the written consent of all partners in the limited partnership unless otherwise provided...

SUBCHAPTER C TERMINATION OF DOMESTIC ENTITY

• Texas Section 11.059 - Supplemental Provisions For Corporations
  For purposes of Section 11.051(3), the event requiring the winding up, dissolution, or termination of a domestic corporation must be specified in: (1) the certificate...
• Texas Section 11.101 - Certificate Of Termination For Filing Entity
  (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....
• Texas Section 11.102 - Effectiveness Of Termination Of Filing Entity
  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...
• Texas Section 11.103 - Effectiveness Of Termination Of Nonfiling Entity
  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...
• Texas Section 11.104 - Action By Secretary Of State
  The secretary of state shall remove from its active records a domestic filing entity whose period of duration specified in its certificate of formation has...

SUBCHAPTER D REVOCATION AND CONTINUATION

• Texas Section 11.105 - Supplemental Information Required By Certificate Of Termination Of Nonprofit Corporation
  (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...
• Texas Section 11.151 - Revocation Of Voluntary 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...
• Texas Section 11.152 - Continuation Of Business Without Winding Up
  (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...

SUBCHAPTER E REINSTATEMENT OF TERMINATED ENTITY

• Texas Section 11.153 - Court Revocation Of Fraudulent Termination
  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...
• Texas Section 11.201 - Conditions For Reinstatement
  (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...
• Texas Section 11.202 - Procedures For Reinstatement
  (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...
• Texas Section 11.203 - Use Of Name Similar To Previously Registered Name
  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,...
• Texas Section 11.204 - Effectiveness Of Reinstatement Of Nonfiling Entity
  The reinstatement of a terminated nonfiling entity takes effect on the approval required by Section 11.202(b). Acts 2003, 78th Leg., ch. 182, Sec. 1, eff....
• Texas Section 11.205 - Effectiveness Of Reinstatement Of Filing Entity
  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....

SUBCHAPTER F INVOLUNTARY TERMINATION OF FILING ENTITY BY SECRETARY OF STATE

• Texas Section 11.206 - Effect 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...
• Texas Section 11.251 - Termination Of Filing Entity By Secretary Of State
  (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...
• Texas Section 11.252 - Certificate Of Termination
  (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...
• Texas Section 11.253 - Reinstatement By Secretary Of State After Involuntary Termination
  (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...

SUBCHAPTER G JUDICIAL WINDING UP AND TERMINATION

• Texas Section 11.254 - Reinstatement Of Certificate Of Formation Following Tax Forfeiture
  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...
• Texas Section 11.301 - Involuntary Winding Up And Termination Of Filing Entity By Court Action
  (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...
• Texas Section 11.302 - Notification Of Cause By Secretary Of State
  (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...
• Texas Section 11.303 - Filing Of Action By Attorney General
  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)...
• Texas Section 11.304 - Cure Before Final Judgment
  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...
• Texas Section 11.305 - Judgment Requiring Winding Up And Termination
  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...
• Texas Section 11.306 - Stay Of Judgment
  (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...
• Texas Section 11.307 - Opportunity For Cure After Affirmation Of Findings By Appeals Court
  (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...
• Texas Section 11.308 - Jurisdiction And Venue
  (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...
• Texas Section 11.309 - Process In State Action
  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...
• Texas Section 11.310 - Publication Of Notice
  (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...
• Texas Section 11.311 - Action Allowed After Expiration Of Filing Entity's Duration
  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...
• Texas Section 11.312 - Compliance By Terminated Entity
  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...
• Texas Section 11.313 - Timing Of Termination
  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;...
• Texas Section 11.314 - Involuntary Winding Up And Termination Of Partnership Or Limited Liability Company
  A district court in the county in which the registered office or principal place of business in this state of a domestic partnership or limited...

SUBCHAPTER H CLAIMS RESOLUTION ON TERMINATION

• Texas Section 11.315 - Filing Of Decree Of Termination Against Filing Entity
  (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...
• Texas Section 11.351 - Liability Of Terminated Filing Entity
  A terminated filing entity is liable only for an existing claim. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
• Texas Section 11.352 - Deposit With Comptroller Of Amount Due Owners And Creditors Who Are Unknown Or Cannot Be Located
  (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...
• Texas Section 11.353 - Discharge Of Liability Of Person Responsible For Liquidation
  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...
• Texas Section 11.354 - Payment From Account By Comptroller
  (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...
• Texas Section 11.355 - Notice Of Escheat; Escheat
  (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...
• Texas Section 11.356 - Limited Survival After Termination
  (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...
• Texas Section 11.357 - Governing Persons Of Entity During Limited Survival
  (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...
• Texas Section 11.358 - Accelerated Procedure For Existing Claim Resolution
  (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...

SUBCHAPTER I RECEIVERSHIP

• Texas Section 11.359 - Extinguishment Of Existing Claim
  (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...
• Texas Section 11.401 - Code Governs
  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...
• Texas Section 11.402 - Jurisdiction To Appoint Receiver
  (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...
• Texas Section 11.403 - Appointment Of Receiver For Specific Property
  (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...
• Texas Section 11.404 - Appointment Of Receiver To Rehabilitate Domestic Entity
  (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...
• Texas Section 11.405 - Appointment Of Receiver To Liquidate Domestic Entity; Liquidation
  (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...
• Texas Section 11.406 - Receivers: Qualifications, Powers, And Duties
  (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;...
• Texas Section 11.407 - Court-ordered Filing Of Claims
  (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...
• Texas Section 11.408 - Supervising Court; Jurisdiction; Authority
  (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;...
• Texas Section 11.409 - Ancillary Receiverships Of Foreign Entities
  (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...
• Texas Section 11.410 - Receivership For All Property And Business Of 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...
• Texas Section 11.411 - Governing Persons And Owners Not Necessary Parties Defendant
  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...
• Texas Section 11.412 - Decree Of Involuntary Termination
  In an action in which the court has ordered the liquidation of the property and business of a domestic entity in accordance with other provisions...
• Texas Section 11.413 - Supplemental Provisions For Application Of Proceeds From Liquidation Of Nonprofit Corporation
  (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...
• Texas Section 11.414 - Filing Of Decree Of Involuntary Termination Against Filing Entity
  (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: September 28, 2016