Tex. Bus. Orgs. Code § 11.056 · Subchapter B. WINDING UP OF DOMESTIC ENTITY
SUPPLEMENTAL PROVISIONS FOR LIMITED LIABILITY COMPANY.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) The termination of the continued membership of the last remaining member of a domestic limited liability company is an event requiring winding up under Section 11.051(4) unless, not later than one year after the date of the termination or within the period of time provided by the company agreement:
(1) the legal representative or successor of the last remaining member agrees:
(A) to continue the company; and
(B) to become a member of the company effective as of the date of the termination or to designate another person who agrees to become a member of the company effective as of the date of the termination; or
(2) a member is admitted to the company in the manner provided by the company agreement, effective as of the occurrence of the termination, under a provision of the company agreement that specifically provides for the admission of a member to the company after there is no longer a remaining member of the company.
(b) The event requiring winding up specified in Subsection (a) may be canceled in accordance with Sections 11.152(a) and 101.552(c).
(c) The company agreement may provide that the legal representative or successor of the last remaining member is obligated to agree to continue the company and to the admission of the legal representative or successor, or the representative's or successor's nominee or designee, as a member effective as of the occurrence of the event that terminates the continued membership of the last remaining member.
Notes and commentary — not statutory text
History
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 62, eff. September 1, 2007.
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 14, eff. September 1, 2023.
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 89b73309de1e3c2258a0d0978523f5f61484bc01c85a91faf8e4b86d7a09d0ba
- 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
This section cites
Provisions in this library that the text above cites, as it prints each citation. A range cited as “ss. 61.13-61.16” links its first and last provisions.
Business Organizations Code
- Tex. Bus. Orgs. Code § 11.051EVENT REQUIRING WINDING UP OF DOMESTIC ENTITY.Printed as Section 11.051(4)
- Tex. Bus. Orgs. Code § 11.152CONTINUATION OF BUSINESS WITHOUT WINDING UP.Printed as Sections 11.152(a) and 101.552(c)
- Tex. Bus. Orgs. Code § 101.552APPROVAL OF VOLUNTARY WINDING UP, REVOCATION, CANCELLATION, OR REINSTATEMENT.Printed as Sections 11.152(a) and 101.552(c)
Cited by 4 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 11.056. Each shows the citation as that text prints it.
Business Organizations Code
- Tex. Bus. Orgs. Code § 101.101MEMBERS REQUIRED.Printed as Section 11.056
- Tex. Bus. Orgs. Code § 101.552APPROVAL OF VOLUNTARY WINDING UP, REVOCATION, CANCELLATION, OR REINSTATEMENT.Printed as Section 11.056
- Tex. Bus. Orgs. Code § 101.617PROCEDURES FOR WINDING UP AND TERMINATION OF PROTECTED SERIES OR REGISTERED SERIES.Printed as Sections 11.051, 11.056, 11.057, 11.058, and 11.059
- Tex. Bus. Orgs. Code § 101.629CONVERSION NOT WINDING UP EVENT.Printed as Section 11.051, 11.056, 101.552 or 101.616
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.