Tex. Bus. Orgs. Code Section 11.301
Involuntary Winding up and Termination of Filing Entity by Court Action

(a)

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:

(1)

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

(2)

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

(3)

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;

(4)

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

(5)

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

(A)

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;

(B)

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

(C)

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

(b)

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

Source: Section 11.301 — Involuntary Winding up and Termination of Filing Entity by Court Action, https://statutes.­capitol.­texas.­gov/Docs/BO/htm/BO.­11.­htm#11.­301 (accessed Jun. 5, 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
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Accessed:
Jun. 5, 2024

§ 11.301’s source at texas​.gov