Tex. Bus. Orgs. Code 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 brought on the claim not later than the third anniversary of the date of termination of the entity.

(b)

A person’s claim against a terminated filing entity may be extinguished before the period prescribed by Subsection (a) if the person is notified under Section 11.358 (Accelerated Procedure for Existing Claim Resolution)(a) that the claim will be resolved under Section 11.358 (Accelerated Procedure for Existing Claim Resolution) and the person:

(1)

fails to properly present the claim in writing under Sections 11.358 (Accelerated Procedure for Existing Claim Resolution)(c) and (d); or

(2)

fails to bring an action on a claim rejected under Section 11.358 (Accelerated Procedure for Existing Claim Resolution)(e) before:

(A)

the 180th day after the date the notice rejecting the claim was mailed to the person; and

(B)

the third anniversary of the effective date of the entity’s termination.

(c)

Notwithstanding Subsections (a) and (b), the extinguishment of an existing claim with respect to a terminated filing entity as provided by this section is nullified if:

(1)

the filing entity’s termination is revoked with retroactive effect under Section 11.153 (Court Revocation of Fraudulent Termination);

(2)

the terminated filing entity is reinstated with retroactive effect as provided by Section 11.206 (Effect of Reinstatement);

(3)

the terminated filing entity is reinstated with retroactive effect as provided by Section 11.253 (Reinstatement by Secretary of State After Involuntary Termination)(d);

(4)

the terminated filing entity’s certificate of formation is reinstated under the Tax Code with retroactive effect as provided by Section 11.254 (Motor Vehicle Used for Production of Income and for Personal Activities);

(5)

the terminated filing entity’s certificate of formation is reinstated under Chapter 22 (Nonprofit Corporations) with retroactive effect as provided by Section 11.255 (Reinstatement of Certificate of Formation Following Failure to Revive; Reinstatement Retroactive)(a); or

(6)

the terminated filing entity’s certificate of formation is reinstated under Chapter 153 (Limited Partnerships) with retroactive effect as provided by Section 11.255 (Reinstatement of Certificate of Formation Following Failure to Revive; Reinstatement Retroactive)(b).
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 20, eff. September 1, 2021.
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 20, eff. September 1, 2023.

Source: Section 11.359 — Extinguishment of Existing Claim, https://statutes.­capitol.­texas.­gov/Docs/BO/htm/BO.­11.­htm#11.­359 (accessed Mar. 16, 2024).

11.001
Definitions
11.051
Event Requiring Winding up of Domestic Entity
11.052
Winding up Procedures
11.053
Property Applied to Discharge Liabilities and Obligations
11.054
Court Supervision of Winding up Process
11.055
Court Action or Proceeding During Winding up
11.056
Supplemental Provisions for Limited Liability Company
11.057
Supplemental Provisions for Domestic General Partnership
11.058
Supplemental Provision for Limited Partnership
11.059
Supplemental Provisions for Corporations
11.101
Certificate of Termination for Filing Entity
11.102
Effectiveness of Termination of Filing Entity
11.103
Effectiveness of Termination of Nonfiling Entity
11.104
Action by Secretary of State
11.105
Supplemental Information Required by Certificate of Termination of Nonprofit Corporation
11.151
Revocation of Voluntary Winding up
11.152
Continuation of Business Without Winding up
11.153
Court Revocation of Fraudulent Termination
11.201
Conditions for Reinstatement
11.202
Procedures for Reinstatement
11.203
Use of Distinguishable Name Required
11.204
Effectiveness of Reinstatement of Nonfiling Entity
11.205
Effectiveness of Reinstatement of Filing Entity
11.206
Effect of Reinstatement
11.251
Termination of Filing Entity by Secretary of State
11.252
Certificate of Termination
11.253
Reinstatement by Secretary of State After Involuntary Termination
11.254
Reinstatement of Certificate of Formation Following Tax Forfeiture
11.255
Reinstatement of Certificate of Formation Following Failure to Revive
11.301
Involuntary Winding up and Termination of Filing Entity by Court Action
11.302
Notification of Cause by Secretary of State
11.303
Filing of Action by Attorney General
11.304
Cure Before Final Judgment
11.305
Judgment Requiring Winding up and Termination
11.306
Stay of Judgment
11.307
Opportunity for Cure After Affirmation of Findings by Appeals Court
11.308
Jurisdiction and Venue
11.309
Process in State Action
11.310
Publication of Notice
11.311
Action Allowed After Expiration of Filing Entity’s Duration
11.312
Compliance by Terminated Entity
11.313
Timing of Termination
11.314
Involuntary Winding up and Termination of Partnership or Limited Liability Company
11.315
Filing of Decree of Termination Against Filing Entity
11.351
Liability of Terminated Filing Entity
11.352
Deposit with Comptroller of Amount Due Owners and Creditors Who Are Unknown or Cannot Be Located
11.353
Discharge of Liability of Person Responsible for Liquidation
11.354
Payment from Account by Comptroller
11.355
Notice of Escheat
11.356
Limited Survival After Termination
11.357
Governing Persons of Entity During Limited Survival
11.358
Accelerated Procedure for Existing Claim Resolution
11.359
Extinguishment of Existing Claim
11.401
Code Governs
11.402
Jurisdiction to Appoint Receiver
11.403
Appointment of Receiver for Specific Property
11.404
Appointment of Receiver to Rehabilitate Domestic Entity
11.405
Appointment of Receiver to Liquidate Domestic Entity
11.406
Receivers: Qualifications, Powers, and Duties
11.407
Court-ordered Filing of Claims
11.408
Supervising Court
11.409
Ancillary Receiverships of Foreign Entities
11.410
Receivership for All Property and Business of Foreign Entity
11.411
Governing Persons and Owners Not Necessary Parties Defendant
11.412
Decree of Involuntary Termination
11.413
Supplemental Provisions for Application of Proceeds from Liquidation of Nonprofit Corporation
11.414
Filing of Decree of Involuntary Termination Against Filing Entity

Accessed:
Mar. 16, 2024

§ 11.359’s source at texas​.gov