reglab/statecodes huggingface dataset:
2023 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 10.357. Withdrawal of Demand for Fair Value of Ownership Interest

Sec. 10.357.  WITHDRAWAL OF DEMAND FOR FAIR VALUE OF OWNERSHIP INTEREST.  (a)  An owner may withdraw a demand for the payment of the fair value of an ownership interest made under Section 10.356 before:
(1)  payment for the ownership interest has been made under Sections 10.358 and 10.361;  or
(2)  a petition has been filed under Section 10.361.
(b)  Unless the responsible organization consents to the withdrawal of the demand, an owner may not withdraw a demand for payment under Subsection (a) after either of the events specified in Subsections (a)(1) and (2).
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 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 10.358. Response by Organization to Notice of Dissent and Demand for Fair Value by Dissenting Owner

Sec. 10.358.  RESPONSE BY ORGANIZATION TO NOTICE OF DISSENT AND DEMAND FOR FAIR VALUE BY DISSENTING OWNER.  (a)  Not later than the 20th day after the date a responsible organization receives a demand for payment made by a dissenting owner in accordance with Section 10.356(b)(3), the responsible organization shall respond to the dissenting owner in writing by:
(1)  accepting the amount claimed in the demand as the fair value of the ownership interests specified in the notice; or
(2)  rejecting the demand and including in the response the requirements prescribed by Subsection (c).
(b)  If the responsible organization accepts the amount claimed in the demand, the responsible organization shall pay the amount not later than the 90th day after the date the action that is the subject of the demand was effected if the owner delivers to the responsible organization:
(1)  endorsed certificates representing the ownership interests if the ownership interests are certificated;  or
(2)  signed assignments of the ownership interests if the ownership interests are uncertificated.
(c)  If the responsible organization rejects the amount claimed in the demand, the responsible organization shall provide to the owner:
(1)  an estimate by the responsible organization of the fair value of the ownership interests;  and
(2)  an offer to pay the amount of the estimate provided under Subdivision (1).
(d)  If the dissenting owner decides to accept the offer made by the responsible organization under Subsection (c)(2), the owner must provide to the responsible organization notice of the acceptance of the offer not later than the 90th day after the date the action that is the subject of the demand took effect.
(e)  If, not later than the 90th day after the date the action that is the subject of the demand took effect, a dissenting owner accepts an offer made by a responsible organization under Subsection (c)(2) or a dissenting owner and a responsible organization reach an agreement on the fair value of the ownership interests, the responsible organization shall pay the agreed amount not later than the 120th day after the date the action that is the subject of the demand took effect, if the dissenting owner delivers to the responsible organization:
(1)  endorsed certificates representing the ownership interests if the ownership interests are certificated; or
(2)  signed assignments of the ownership interests if the ownership interests are uncertificated.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 17, eff. September 1, 2011.
2023 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 10.359. Record of Demand for Fair Value of Ownership Interest

Sec. 10.359.  RECORD OF DEMAND FOR FAIR VALUE OF OWNERSHIP INTEREST.  (a)  A responsible organization shall note in the organization's ownership interest records maintained under Section 3.151 the receipt of a demand for payment from any dissenting owner made under Section 10.356.
(b)  If an ownership interest that is the subject of a demand for payment made under Section 10.356 is transferred, a new certificate representing that ownership interest must contain:
(1)  a reference to the demand;  and
(2)  the name of the original dissenting owner of the ownership interest.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 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 10.360. Rights of Transferee of Certain Ownership Interest

Sec. 10.360.  RIGHTS OF TRANSFEREE OF CERTAIN OWNERSHIP INTEREST.  A transferee of an ownership interest that is the subject of a demand for payment made under Section 10.356 does not acquire additional rights with respect to the responsible organization following the transfer.  The transferee has only the rights the original dissenting owner had with respect to the responsible organization after making the demand.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 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 10.362. Computation and Determination of Fair Value of Ownership Interest

Sec. 10.362.  COMPUTATION AND DETERMINATION OF FAIR VALUE OF OWNERSHIP INTEREST.  (a)  For purposes of this subchapter, the fair value of an ownership interest of a domestic entity subject to dissenters' rights is the value of the ownership interest on the date preceding the date of the action that is the subject of the appraisal.  Any appreciation or depreciation in the value of the ownership interest occurring in anticipation of the proposed action or as a result of the action must be specifically excluded from the computation of the fair value of the ownership interest.
(b)  In computing the fair value of an ownership interest under this subchapter, consideration must be given to the value of the domestic entity as a going concern without including in the computation of value any control premium, any minority ownership discount, or any discount for lack of marketability.  If the domestic entity has different classes or series of ownership interests, the relative rights and preferences of and limitations placed on the class or series of ownership interests, other than relative voting rights, held by the dissenting owner must be taken into account in the computation of value.
(c)  The determination of the fair value of an ownership interest made for purposes of this subchapter may not be used for purposes of making a determination of the fair value of that ownership interest for another purpose or of the fair value of another ownership interest, including for purposes of determining any minority or liquidity discount that might apply to a sale of an ownership interest.
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. 57, eff. September 1, 2007.
2023 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 10.363. Powers and Duties of Appraiser; Appraisal Procedures

Sec. 10.363.  POWERS AND DUTIES OF APPRAISER;  APPRAISAL PROCEDURES.  (a)   An appraiser appointed under Section 10.361 has the power and authority that:
(1)  is granted by the court in the order appointing the appraiser;  and
(2)  may be conferred by a court to a master in chancery as provided by Rule 171, Texas Rules of Civil Procedure.
(b)  The appraiser shall:
(1)  determine the fair value of an ownership interest of an owner adjudged by the court to be entitled to payment for the ownership interest;  and
(2)  file with the court a report of that determination.
(c)  The appraiser is entitled to examine the books and records of a responsible organization and may conduct investigations as the appraiser considers appropriate.  A dissenting owner or responsible organization may submit to an appraiser evidence or other information relevant to the determination of the fair value of the ownership interest required by Subsection (b)(1).
(d)  The clerk of the court appointing the appraiser shall provide notice of the filing of the report under Subsection (b) to each dissenting owner named in the list filed under Section 10.361 and the responsible organization.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 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 10.364. Objection to Appraisal; Hearing

Sec. 10.364.  OBJECTION TO APPRAISAL;  HEARING.  (a)  A dissenting owner or responsible organization may object, based on the law or the facts, to all or part of an appraisal report containing the fair value of an ownership interest determined under Section 10.363(b).
(b)  If an objection to a report is raised under Subsection (a), the court shall hold a hearing to determine the fair value of the ownership interest that is the subject of the report.  After the hearing, the court shall require the responsible organization to pay to the holders of the ownership interest the amount of the determined value with interest, accruing from the 91st day after the date the applicable action for which the owner elected to dissent was effected until the date of the judgment.
(c)  Interest under Subsection (b) accrues at the same rate as is provided for the accrual of prejudgment interest in civil cases.
(d)  The responsible organization shall pay the amount of the judgment to the holder of the ownership interest on the terms and conditions ordered by the court.
(e)  On payment of the judgment, the dissenting owner does not have an interest in the:
(1)  ownership interest for which the payment is made;  or
(2)  responsible organization with respect to that ownership interest.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 13, eff. September 1, 2023.
2023 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 10.365. Court Costs; Compensation for Appraiser

Sec. 10.365.  COURT COSTS;  COMPENSATION FOR APPRAISER.  (a)  An appraiser appointed under Section 10.361 is entitled to a reasonable fee payable from court costs.
(b)  All court costs shall be allocated between the responsible organization and the dissenting owners in the manner that the court determines to be fair and equitable.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 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 10.366. Status of Ownership Interest Held or Formerly Held by Dissenting Owner

Sec. 10.366.  STATUS OF OWNERSHIP INTEREST HELD OR FORMERLY HELD BY DISSENTING OWNER.  (a)  An ownership interest of an organization acquired by a responsible organization under this subchapter:
(1)  in the case of a merger, conversion, or interest exchange, shall be held or disposed of as provided in the plan of merger, conversion, or interest exchange;  and
(2)  in any other case, may be held or disposed of by the responsible organization in the same manner as other ownership interests acquired by the organization or held in its treasury.
(b)  An owner who has demanded payment for the owner's ownership interest under Section 10.356 is not entitled to vote or exercise any other rights of an owner with respect to the ownership interest except the right to:
(1)  receive payment for the ownership interest under this subchapter; and
(2)  bring an appropriate action to obtain relief on the ground that the action to which the demand relates would be or was fraudulent.
(c)  An ownership interest for which payment has been demanded under Section 10.356 may not be considered outstanding for purposes of any subsequent vote or action.
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. 20, eff. September 1, 2009.
2023 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 10.367. Rights of Owners Following Termination of Right of Dissent

Sec. 10.367.  RIGHTS OF OWNERS FOLLOWING TERMINATION OF RIGHT OF DISSENT.  (a)  The rights of a dissenting owner terminate if:
(1)  the owner withdraws the demand under Section 10.356;
(2)  the owner's right of dissent is terminated under Section 10.356;
(3)  a petition is not filed within the period required by Section 10.361;  or
(4)  after a hearing held under Section 10.361, the court adjudges that the owner is not entitled to elect to dissent from an action under this subchapter.
(b)  On termination of the right of dissent under this section:
(1)  the dissenting owner and all persons claiming a right under the owner are conclusively presumed to have approved and ratified the action to which the owner dissented and are bound by that action;
(2)  the owner's right to be paid the fair value of the owner's ownership interests ceases;
(3)  the owner's status as an owner of those ownership interests is restored, as if the owner's demand for payment of the fair value of the ownership interests had not been made under Section 10.356, if the owner's ownership interests were not canceled, converted, or exchanged as a result of the action or a subsequent action;
(4)  the dissenting owner is entitled to receive the same cash, property, rights, and other consideration received by owners of the same class and series of ownership interests held by the owner, as if the owner's demand for payment of the fair value of the ownership interests had not been made under Section 10.356, if the owner's ownership interests were canceled, converted, or exchanged as a result of the action or a subsequent action;
(5)  any action of the domestic entity taken after the date of the demand for payment by the owner under Section 10.356 will not be considered ineffective or invalid because of the restoration of the owner's ownership interests or the other rights or entitlements of the owner under this subsection; and
(6)   the dissenting owner is entitled to receive dividends or other distributions made after the date of the owner's payment demand under Section 10.356, to owners of the same class and series of ownership interests held by the owner as if the demand had not been made, subject to any change in or adjustment to the ownership interests because of an action taken by the domestic entity after the date of the demand.
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. 58, eff. September 1, 2007.
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 21, eff. September 1, 2009.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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 one year after the date of the termination or within the period of time provided by the company agreement:
(1)  the legal representative or successor of the last remaining member agrees:
(A)  to continue the company; and
(B)  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; or
(2)  a member is admitted to the company in the manner provided by the company agreement, effective as of the occurrence of the termination, under a provision of the company agreement that specifically provides for the admission of a member to the company after there is no longer a remaining member of the company.
(b)  The event requiring winding up specified in Subsection (a) may be canceled in accordance with Sections 11.152(a) and 101.552(c).
(c)  The company agreement may provide that the legal representative or successor of the last remaining member is obligated to agree to continue the company and to the admission of the legal representative or successor, or the representative's or successor's nominee or designee, as a member effective as of the occurrence of the event that terminates the continued membership of the last remaining member.
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.
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 14, eff. September 1, 2023.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 11 - Winding Up and Termination of Domestic Entity › Subchapter E. Reinstatement of Terminated Entity › Section 11.201. Conditions for Reinstatement

Sec. 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 approval of the entity's governing persons when their approval is required by the title of this code governing the terminated entity;
(3)  the process of winding up before termination had not been completed by the entity;  or
(4)  the legal existence of the entity is necessary to:
(A)  convey or assign property;
(B)  settle or release a claim or liability;
(C)  take an action;  or
(D)  sign an instrument or agreement.
(b)  A terminated entity may not be reinstated under this section if the termination occurred as a result of:
(1)  an order of a court or the secretary of state;
(2)  an event requiring winding up that is specified in the title of this code governing the terminated entity, if that title prohibits reinstatement;  or
(3)  forfeiture under the Tax Code.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 11 - Winding Up and Termination of Domestic Entity › Subchapter E. Reinstatement of Terminated Entity › Section 11.202. Procedures for Reinstatement

Sec. 11.202.  PROCEDURES FOR REINSTATEMENT.  (a)  To the extent applicable, a terminated entity, to be reinstated, must complete the requirements of this section.
(b)  The owners, members, governing persons, or other persons must approve the reinstatement of the domestic entity in the manner provided by the title of this code governing the domestic entity.
(c)  After approval of the reinstatement of a filing entity that was terminated, the filing entity shall file a certificate of reinstatement in accordance with Chapter 4.
(d)  A certificate of reinstatement filed under Subsection (c) must contain:
(1)  the name of the filing entity;
(2)  the filing number the filing officer assigned to the entity;
(3)  the effective date of the entity's termination;
(4)  a statement that the reinstatement of the filing entity has been approved in the manner required by this code;  and
(5)  the name of the entity's registered agent and the address of the entity's registered office.
(e)  A tax clearance letter from the comptroller stating that the filing entity has satisfied all franchise tax liabilities and may be reinstated must be filed with the certificate of reinstatement if the filing entity is a taxable entity under Chapter 171, Tax Code, other than a nonprofit corporation.
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. 23, eff. September 1, 2009.
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 15, eff. September 1, 2023.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 11 - Winding Up and Termination of Domestic Entity › Subchapter E. Reinstatement of Terminated Entity › Section 11.203. Use of Distinguishable Name Required

Text of section as amended by Acts 2017, 85th Leg., R.S., Ch. 503 (H.B. 2856), Sec. 7
For text of section as amended by Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 6, see other Sec. 11.203.
Sec. 11.203.  USE OF DISTINGUISHABLE NAME REQUIRED.  If the secretary of state determines that a filing entity's name contained in a certificate of reinstatement filed under Section 11.202 does not comply with Chapter 5, the secretary of state may not accept for filing the certificate of reinstatement unless the filing entity contemporaneously amends its certificate of formation to change its name to a name that complies with Chapter 5.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2017, 85th Leg., R.S., Ch. 503 (H.B. 2856), Sec. 7, eff. June 1, 2018.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 11 - Winding Up and Termination of Domestic Entity › Subchapter E. Reinstatement of Terminated Entity › Section 11.203. Use of Name Similar to Previously Registered Name

Text of section as amended by Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 6
For text of section as amended by Acts 2017, 85th Leg., R.S., Ch. 503 (H.B. 2856), Sec. 7, see other Sec. 11.203.
Sec. 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, deceptively similar to, or similar to a name of a filing entity or foreign entity on file as provided by or reserved or registered under this code, the secretary of state may not accept for filing the certificate of reinstatement unless the filing entity contemporaneously amends its certificate of formation to change its name or obtains written consent for the use of the similar name.  Sections 4.007 and 4.008 apply to a written consent for the use of a similar name under this section to the same extent those sections apply to filing instruments.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 6, eff. September 1, 2017.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 11 - Winding Up and Termination of Domestic Entity › Subchapter E. Reinstatement of Terminated Entity › Section 11.204. Effectiveness of Reinstatement of Nonfiling Entity

Sec. 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. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 11 - Winding Up and Termination of Domestic Entity › Subchapter E. Reinstatement of Terminated Entity › Section 11.205. Effectiveness of Reinstatement of Filing Entity

Sec. 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.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 11 - Winding Up and Termination of Domestic Entity › Subchapter E. Reinstatement of Terminated Entity › Section 11.206. Effect of Reinstatement

Sec. 11.206.  EFFECT OF REINSTATEMENT.  (a)  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 date of termination; and
(2)  the terminated entity may carry on its business as if the termination of its existence had not occurred.
(b)  The reinstatement of a terminated limited liability company automatically reinstates any protected series or registered series that terminated because of the termination of the company.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 22, eff. June 1, 2022.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 11 - Winding Up and Termination of Domestic Entity › Subchapter F. Involuntary Termination of Filing Entity by Secretary of State › Section 11.251. Termination of Filing Entity by Secretary of State

Sec. 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 of state may notify the entity of the circumstance by regular or certified mail addressed to the entity at the entity's registered office or principal place of business as shown on the records of the secretary of state.
(b)  The secretary of state may terminate a filing entity's existence if the secretary finds that:
(1)  the entity has failed to, and, before the 91st day after the date notice was mailed has not corrected the entity's failure to:
(A)  file a report within the period required by law or pay a fee or penalty prescribed by law when due and payable; or
(B)  maintain a registered agent or registered office in this state as required by law; or
(2)  the entity has failed to, and, before the 16th day after the date notice was mailed has not corrected the entity's failure to, pay a fee required in connection with the filing of its certificate of formation, or payment of the fee was dishonored when presented by the state for payment.
(c)  This subchapter shall not apply to real estate investment trusts.
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. 68, eff. September 1, 2007.