Texas Business Organizations Code
Sec. § 11.052
Winding up Procedures


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 (Revocation of Voluntary Winding up) or canceled under Section 11.152 (Continuation of Business Without Winding up), 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:


cease to carry on its business, except to the extent necessary to wind up its business;


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;


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


perform any other act required to wind up its business and affairs.


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.
Last accessed
Aug. 4, 2020