reglab/housing_qa huggingface dataset:
TX Bus Orgs § 10.368 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter H. Rights of Dissenting Owners|Section 10.368. Exclusivity of Remedy of Dissent and Appraisal

Sec. 10.368.  EXCLUSIVITY OF REMEDY OF DISSENT AND APPRAISAL.  In the absence of fraud in the transaction, any right of an owner of an ownership interest to dissent from an action and obtain the fair value of the ownership interest under this subchapter is the exclusive remedy for recovery of:(1)  the value of the ownership interest; or(2)  money damages to the owner with respect to the action.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 59, eff. September 1, 2007.|
TX Bus Orgs § 10.901 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter Z. Miscellaneous Provisions|Section 10.901. Creditors; Antitrust

Sec. 10.901.  CREDITORS;  ANTITRUST.  This code does not affect, nullify, or repeal the antitrust laws or abridge any right or rights of any creditor under existing laws.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.902 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter Z. Miscellaneous Provisions|Section 10.902. Nonexclusivity

Sec. 10.902.  NONEXCLUSIVITY.  This chapter does not limit the power of a domestic entity or non-code organization to acquire all or part of the ownership or membership interests of one or more classes or series of a domestic entity through a voluntary exchange or otherwise.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 11.001 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 11 - Winding Up and Termination of Domestic Entity|Subchapter A. General Provisions|Section 11.001. Definitions

Sec. 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 requiring a winding up" or "event requiring winding up" means an event specified by Section 11.051.(3)  "Existing claim" with respect to an entity means:(A)  a claim that existed before the entity's termination and is not barred by limitations; or(B)  a claim that exists after the entity's termination and before the third anniversary of the date of the entity's termination and is not barred by limitations, including a claim under a contractual or other obligation incurred after termination.(4)  "Terminated entity" means a domestic entity the existence of which has been:(A)  terminated in a manner authorized or required by this code, unless the entity has been reinstated in the manner provided by this code;  or(B)  forfeited pursuant to the Tax Code, unless the forfeiture has been set aside.(5)  "Terminated filing entity" means a terminated entity that is a filing entity.(6)  "Voluntary decision to wind up" means the determination to wind up a domestic entity made by the domestic entity or the owners, members, or governing authority of the domestic entity in the manner specified by:(A)  the title of this code governing the domestic entity; or(B)  if applicable to the domestic entity, Section 11.057(a) or (b) or 11.058(a).(7)  "Voluntary winding up" means winding up as a result of a voluntary decision to wind up.(8)  "Winding up" means the process of winding up the business and affairs of a domestic entity as a result of the occurrence of an event requiring winding up.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 60, eff. September 1, 2007.Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 18, eff. September 1, 2015.Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 17, eff. September 1, 2021.|
TX Bus Orgs § 11.051 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 11 - Winding Up and Termination of Domestic Entity|Subchapter B. Winding Up of Domestic Entity|Section 11.051. Event Requiring Winding Up of Domestic Entity

Sec. 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)  a voluntary decision to wind up the domestic entity;(3)  an event specified in the governing documents of the domestic entity requiring the winding up, dissolution, or termination of the domestic entity, other than an event specified in another subdivision of this section;(4)  an event specified in other sections of this code requiring the winding up or termination of the domestic entity, other than an event specified in another subdivision of this section; or(5)  a decree by a court requiring the winding up, dissolution, or termination of the domestic entity, rendered under this code or other law.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 61, eff. September 1, 2007.|
TX Bus Orgs § 11.052 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 11 - Winding Up and Termination of Domestic Entity|Subchapter B. Winding Up of Domestic Entity|Section 11.052. Winding Up Procedures

Sec. 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 domestic entity, unless the event requiring winding up is revoked under Section 11.151 or canceled under Section 11.152, the owners, members, managerial officials, or other persons specified in the title of this code governing the domestic entity shall, as soon as reasonably practicable, wind up the business and affairs of the domestic entity.  The domestic entity shall:(1)  cease to carry on its business, except to the extent necessary to wind up its business;(2)  if the domestic entity is not a general partnership, send a written notice of the winding up to each known claimant against the domestic entity;(3)  collect and sell its property to the extent the property is not to be distributed in kind to the domestic entity's owners or members; and(4)  perform any other act required to wind up its business and affairs.(b)  During the winding up process, the domestic entity may prosecute or defend a civil, criminal, or administrative action.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2013, 83rd Leg., R.S., Ch. 9 (S.B. 847), Sec. 3, eff. September 1, 2013.|
TX Bus Orgs § 11.053 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 11 - Winding Up and Termination of Domestic Entity|Subchapter B. Winding Up of Domestic Entity|Section 11.053. Property Applied to Discharge Liabilities and Obligations

Sec. 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 up shall apply and distribute its property to discharge, or make adequate provision for the discharge of, all of the domestic entity's liabilities and obligations.(b)  Except as provided by the title of this code governing the domestic entity, if the property of a domestic entity is not sufficient to discharge all of the domestic entity's liabilities and obligations, the domestic entity shall:(1)  apply its property, to the extent possible, to the just and equitable discharge of its liabilities and obligations, including liabilities and obligations owed to owners or members, other than for distributions;  or(2)  make adequate provision for the application of the property described by Subdivision (1).(c)  Except as provided by the title of this code governing the domestic entity, after a domestic entity has discharged, or made adequate provision for the discharge of, all of its liabilities and obligations, the domestic entity shall distribute the remainder of its property, in cash or in kind, to the domestic entity's owners according to their respective rights and interests.(d)  A domestic entity may continue its business wholly or partly, including delaying the disposition of property of the domestic entity, for the limited period necessary to avoid unreasonable loss of the entity's property or business.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 11.054 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 11 - Winding Up and Termination of Domestic Entity|Subchapter B. Winding Up of Domestic Entity|Section 11.054. Court Supervision of Winding Up Process

Sec. 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 may:(1)  supervise the winding up of the domestic entity;(2)  appoint a person to carry out the winding up of the domestic entity;  and(3)  make any other order, direction, or inquiry that the circumstances may require.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 11.055 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 11 - Winding Up and Termination of Domestic Entity|Subchapter B. Winding Up of Domestic Entity|Section 11.055. Court Action or Proceeding During Winding Up

Sec. 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 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 11.056 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 11 - Winding Up and Termination of Domestic Entity|Subchapter B. Winding Up of Domestic Entity|Section 11.056. Supplemental Provisions for Limited Liability Company

Sec. 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 Section 11.051(4) unless, not later than the 90th day after the date of the termination, the legal representative or successor of the last remaining member agrees:(1)  to continue the company; and(2)  to become a member of the company effective as of the date of the termination or to designate another person who agrees to become a member of the company effective as of the date of the termination.(b)  The event requiring winding up specified in Subsection (a) may be canceled in accordance with Sections 11.152(a) and 101.552(c).|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 62, eff. September 1, 2007.|
TX Bus Orgs § 11.058 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 11 - Winding Up and Termination of Domestic Entity|Subchapter B. Winding Up of Domestic Entity|Section 11.058. Supplemental Provision for Limited Partnership

Sec. 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 by the partnership agreement.  The voluntary decision to wind up may be revoked in accordance with Sections 11.151 and 153.501(d).(b)  An event of withdrawal of a general partner of a domestic limited partnership is an event requiring winding up under Section 11.051(4) unless otherwise provided by the partnership agreement.  The event requiring winding up specified in this subsection may be canceled in accordance with Sections 11.152(a) and 153.501(b).(c)  An event requiring winding up of a limited partnership under Section 11.051(4) includes when there are no limited partners in the limited partnership.  The event requiring winding up specified in this subsection may be canceled in accordance with Sections 11.152(a) and 153.501(e).|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 64, eff. September 1, 2007.|
TX Bus Orgs § 11.059 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 11 - Winding Up and Termination of Domestic Entity|Subchapter B. Winding Up of Domestic Entity|Section 11.059. Supplemental Provisions for Corporations

Sec. 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 of formation of the corporation; or(2)  a bylaw of the corporation adopted by the owners or members of the corporation in the same manner as an amendment to the certificate of formation of the corporation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 65, eff. September 1, 2007.|
TX Bus Orgs § 11.101 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 11 - Winding Up and Termination of Domestic Entity|Subchapter C. Termination of Domestic Entity|Section 11.101. Certificate of Termination for Filing Entity

Sec. 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.(b)  A certificate from the comptroller that all taxes administered by the comptroller under Title 2, Tax Code, have been paid must be filed with the certificate of termination if the filing entity is a taxable entity under Chapter 171, Tax Code, other than a nonprofit corporation.(c)  The certificate of termination must contain:(1)  the name of the filing entity;(2)  the name and address of each of the filing entity's governing persons;(3)  the entity's file number assigned by the secretary of state, unless the entity is a real estate investment trust;(4)  the nature of the event requiring winding up;(5)  a statement that the filing entity has complied with the provisions of this code governing its winding up;  and(6)  any other information required by this code to be included in the certificate of termination for the filing entity.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 22, eff. September 1, 2009.|
TX Bus Orgs § 11.102 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 11 - Winding Up and Termination of Domestic Entity|Subchapter C. Termination of Domestic Entity|Section 11.102. Effectiveness of Termination of Filing Entity

Sec. 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 officer.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 11.103 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 11 - Winding Up and Termination of Domestic Entity|Subchapter C. Termination of Domestic Entity|Section 11.103. Effectiveness of Termination of Nonfiling Entity

Sec. 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 affairs.  Notice of the termination must be provided by the nonfiling entity in the manner provided in the governing documents of the nonfiling entity if notice of termination is required under the governing documents.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 11.104 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 11 - Winding Up and Termination of Domestic Entity|Subchapter C. Termination of Domestic Entity|Section 11.104. Action by Secretary of State

Sec. 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 expired when the secretary of state determines that:(1)  the entity has failed to file a certificate of termination in accordance with Section 11.101; and(2)  the entity has failed to file an amendment to extend its period of duration in accordance with Section 11.152.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 66, eff. September 1, 2007.|
TX Bus Orgs § 11.105 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 11 - Winding Up and Termination of Domestic Entity|Subchapter C. Termination of Domestic Entity|Section 11.105. Supplemental Information Required by Certificate of Termination of Nonprofit Corporation

Sec. 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 process must contain a statement that:(1)  any property of the nonprofit corporation has been transferred, conveyed, applied, or distributed in accordance with this chapter and Chapter 22;  and(2)  there is no suit pending against the nonprofit corporation or adequate provision has been made for the satisfaction of any judgment, order, or decree that may be entered against the nonprofit corporation in a pending suit.(b)  In addition to the statements required by Subsection (a), if the nonprofit corporation received and held property permitted to be used only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but the nonprofit corporation did not hold the property on a condition requiring return, transfer, or conveyance because of the winding up and termination, the certificate of termination must include a statement that distribution of that property has been effected in accordance with a plan of distribution adopted in compliance with this code for the distribution of that property.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 11.151 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 11 - Winding Up and Termination of Domestic Entity|Subchapter D. Revocation and Continuation|Section 11.151. Revocation of Voluntary Winding Up

Sec. 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 entity by approval of the revocation in the manner specified in the title of this code governing the entity.(b)  A domestic entity may continue its business following the revocation of a voluntary decision to wind up under Subsection (a).|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 11.152 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 11 - Winding Up and Termination of Domestic Entity|Subchapter D. Revocation and Continuation|Section 11.152. Continuation of Business Without Winding Up

Sec. 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 Section 11.051(3) or (4) may cancel the event requiring winding up in the manner specified in the title of this code governing the domestic entity not later than the first anniversary of the date of the event requiring winding up or an earlier period prescribed by the title of this code governing the domestic entity.(b)  A domestic entity whose specified period of duration has expired may cancel that event requiring winding up by amending its governing documents in the manner provided by this code, not later than the third anniversary of the date the period expired or an earlier date prescribed by the title of this code governing the domestic entity, to extend its period of duration.  The expiration of its period of duration does not by itself create a vested right on the part of an owner, member, or creditor of the entity to prevent the extension of that period.  An act undertaken or a contract entered into by the domestic entity during a period in which the entity could have extended its period of duration as provided by this subsection is not invalidated by the expiration of that period, regardless of whether the entity has taken any action to extend its period of duration.(c)  A domestic entity may not cancel an event requiring winding up specified in Section 11.051(3) and continue its business if the action is prohibited by the entity's governing documents or the title of this code governing the entity.(d)  A domestic entity may cancel an event requiring winding up specified in Section 11.051(4) and continue its business only if the action:(1)  is not prohibited by the entity's governing documents;  and(2)  is expressly authorized by the title of this code governing the entity.(e)  On cancellation of an event requiring winding up under this section, the domestic entity may continue its business.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 67, eff. September 1, 2007.|
TX Bus Orgs § 11.153 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 11 - Winding Up and Termination of Domestic Entity|Subchapter D. Revocation and Continuation|Section 11.153. Court Revocation of Fraudulent Termination

Sec. 11.153.  COURT REVOCATION OF FRAUDULENT TERMINATION.  (a)  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 a result of actual or constructive fraud.  In an action under this section, any limitation period provided by law is tolled in accordance with the discovery rule.  The secretary of state shall take any action necessary to implement an order under this section.(b)  If the termination of an entity's existence is revoked under Subsection (a):(1)  the revocation relates back to the effective date of the termination and takes effect as of that date; and(2)  the entity's status as an entity continues in effect as if the termination of the entity's existence had never occurred.|Added by Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 40, eff. January 1, 2006.Amended by: Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 18, eff. September 1, 2021.|