Tex. Bus. Orgs. Code Section 11.314
Involuntary Winding up and Termination of Partnership or Limited Liability Company

A district court in the county in which the registered office or principal place of business in this state of a domestic partnership or limited liability company is located has jurisdiction to order the winding up and termination of the domestic partnership or limited liability company on application by an owner of the partnership or limited liability company if the court determines that:

(1)

the economic purpose of the entity is likely to be unreasonably frustrated;

(2)

another owner has engaged in conduct relating to the entity’s business that makes it not reasonably practicable to carry on the business with that owner; or

(3)

it is not reasonably practicable to carry on the entity’s business in conformity with its governing documents.
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. 25, eff. September 1, 2009.
Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 7, eff. September 1, 2017.

Source: Section 11.314 — Involuntary Winding up and Termination of Partnership or Limited Liability Company, https://statutes.­capitol.­texas.­gov/Docs/BO/htm/BO.­11.­htm#11.­314 (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
Green check means up to date. Up to date

Accessed:
Jun. 5, 2024

§ 11.314’s source at texas​.gov