Tex. Bus. Orgs. Code § 11.053 · Subchapter B. WINDING UP OF DOMESTIC ENTITY
PROPERTY APPLIED TO DISCHARGE LIABILITIES AND OBLIGATIONS.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) Except as provided by Subsection (b) and the title of this code governing the domestic entity, a domestic entity in the process of winding up shall apply and distribute its property to discharge, or make adequate provision for the discharge of, all of the domestic entity's liabilities and obligations.
(b) Except as provided by the title of this code governing the domestic entity, if the property of a domestic entity is not sufficient to discharge all of the domestic entity's liabilities and obligations, the domestic entity shall:
(1) apply its property, to the extent possible, to the just and equitable discharge of its liabilities and obligations, including liabilities and obligations owed to owners or members, other than for distributions; or
(2) make adequate provision for the application of the property described by Subdivision (1).
(c) Except as provided by the title of this code governing the domestic entity, after a domestic entity has discharged, or made adequate provision for the discharge of, all of its liabilities and obligations, the domestic entity shall distribute the remainder of its property, in cash or in kind, to the domestic entity's owners according to their respective rights and interests.
(d) A domestic entity may continue its business wholly or partly, including delaying the disposition of property of the domestic entity, for the limited period necessary to avoid unreasonable loss of the entity's property or business.
Notes and commentary — not statutory text
History
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.11.htm
- Text hash
- sha256 3bfa1a7ab5c0f212efbb0947b710324251571bded3dd488c92cec59486ca7f6c
- Composed by
- compose_tx.py 2026-10-05: the Legislative Council's chapter files read in document order; verify_tx.py's independent reading (lxml DOM walk) agrees character for character
Cited by 10 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 11.053. Each shows the citation as that text prints it.
Business Organizations Code
- Tex. Bus. Orgs. Code § 11.356LIMITED SURVIVAL AFTER TERMINATION.Printed as Section 11.053
- Tex. Bus. Orgs. Code § 21.316LIABILITY OF DIRECTORS FOR WRONGFUL DISTRIBUTIONS.Printed as Sections 11.053 and 11.356
- Tex. Bus. Orgs. Code § 22.226DIRECTOR LIABILITY FOR CERTAIN DISTRIBUTIONS OF ASSETS.Printed as Section 11.053
- Tex. Bus. Orgs. Code § 22.304APPLICATION AND DISTRIBUTION OF PROPERTY.Printed as Section 11.053
- Tex. Bus. Orgs. Code § 101.207CREDITOR STATUS WITH RESPECT TO DISTRIBUTION.Printed as Sections 11.053 and 101.206
- Tex. Bus. Orgs. Code § 101.629CONVERSION NOT WINDING UP EVENT.Printed as Sections 11.053 and 101.617
- Tex. Bus. Orgs. Code § 101.635EFFECTS OF MERGER OF MERGING SERIES.Printed as Sections 11.053 and 101.617
- Tex. Bus. Orgs. Code § 152.703RIGHTS AND DUTIES OF PERSON WINDING UP PARTNERSHIP BUSINESS.Printed as Sections 11.052, 11.053, and 11.055
- Tex. Bus. Orgs. Code § 153.503POWERS OF PERSON CONDUCTING WIND UP.Printed as Sections 11.052 and 11.053
- Tex. Bus. Orgs. Code § 251.403DISTRIBUTION OF ASSETS.Printed as Sections 11.052 and 11.053(a)
Procedural information only. Not legal advice and not a substitute for the advice of an attorney. Confirm the current text with the official publisher before relying on it.