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).
Source:
Section 11.359 — Extinguishment of Existing Claim, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.11.htm#11.359 (accessed Jun. 5, 2024).
