Texas Business Organizations Code
Sec. § 11.301
Involuntary Winding up and Termination of Filing Entity by Court Action


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 result of an action brought under Section 11.303 (Filing of Action by Attorney General), the court finds that one or more of the following problems exist:


the filing entity or its organizers did not comply with a condition precedent to its formation;


the certificate of formation of the filing entity or any amendment to the certificate of formation was fraudulently filed;


a misrepresentation of a material matter has been made in an application, report, affidavit, or other document submitted by the filing entity under this code;


the filing entity has continued to transact business beyond the scope of the purpose of the filing entity as expressed in its certificate of formation; or


public interest requires winding up and termination of the filing entity because:


the filing entity has been convicted of a felony or a high managerial agent of the filing entity has been convicted of a felony committed in the conduct of the filing entity’s affairs;


the filing entity or high managerial agent has engaged in a persistent course of felonious conduct; and


termination is necessary to prevent future felonious conduct of the same character.


Sections 11.302-11.307 do not apply to Subsection (a)(5).
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Last accessed
Mar. 7, 2021