Tex. Bus. Orgs. Code § 11.152 · Subchapter D. REVOCATION AND CONTINUATION
CONTINUATION OF BUSINESS WITHOUT WINDING UP.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) Subject to Subsections (c) and (d), a domestic entity to which an event requiring the winding up of the entity occurs as specified by Section 11.051(3) or (4) may cancel the event requiring winding up in the manner specified in the title of this code governing the domestic entity not later than the first anniversary of the date of the event requiring winding up or an earlier period prescribed by the title of this code governing the domestic entity.
(b) A domestic entity whose specified period of duration has expired may cancel that event requiring winding up by amending its governing documents in the manner provided by this code, not later than the third anniversary of the date the period expired or an earlier date prescribed by the title of this code governing the domestic entity, to extend its period of duration. The expiration of its period of duration does not by itself create a vested right on the part of an owner, member, or creditor of the entity to prevent the extension of that period. An act undertaken or a contract entered into by the domestic entity during a period in which the entity could have extended its period of duration as provided by this subsection is not invalidated by the expiration of that period, regardless of whether the entity has taken any action to extend its period of duration.
(c) A domestic entity may not cancel an event requiring winding up specified in Section 11.051(3) and continue its business if the action is prohibited by the entity's governing documents or the title of this code governing the entity.
(d) A domestic entity may cancel an event requiring winding up specified in Section 11.051(4) and continue its business only if the action:
(1) is not prohibited by the entity's governing documents; and
(2) is expressly authorized by the title of this code governing the entity.
(e) On cancellation of an event requiring winding up under this section, the domestic entity may continue its business.
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. 67, eff. September 1, 2007.
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 5b798ac5c1849e1e2bb377d47a72a112789e15afe86f6e8418c88851db8285bc
- 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.
Cited by 15 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 11.152. Each shows the citation as that text prints it.
Business Organizations Code
- Tex. Bus. Orgs. Code § 11.052WINDING UP PROCEDURES.Printed as Section 11.152
- Tex. Bus. Orgs. Code § 11.056SUPPLEMENTAL PROVISIONS FOR LIMITED LIABILITY COMPANY.Printed as Sections 11.152(a) and 101.552(c)
- Tex. Bus. Orgs. Code § 11.057SUPPLEMENTAL PROVISIONS FOR DOMESTIC GENERAL PARTNERSHIP.Printed as Sections 11.152 and 152.709
- Tex. Bus. Orgs. Code § 11.058SUPPLEMENTAL PROVISION FOR LIMITED PARTNERSHIP.Printed as Sections 11.152(a) and 153.501(b) | Sections 11.152(a) and 153.501(e)
- Tex. Bus. Orgs. Code § 11.104ACTION BY SECRETARY OF STATE.Printed as Section 11.152
- Tex. Bus. Orgs. Code § 21.364VOTE REQUIRED TO APPROVE FUNDAMENTAL ACTION.Printed as Section 11.152(a) | Section 11.152(b)
- Tex. Bus. Orgs. Code § 21.501APPROVAL OF VOLUNTARY WINDING UP, REINSTATEMENT, OR REVOCATION OF VOLUNTARY WINDING UP.Printed as Section 11.152(a)
- Tex. Bus. Orgs. Code § 22.164VOTE REQUIRED TO APPROVE FUNDAMENTAL ACTION.Printed as Section 11.152(a) | Section 11.152(b)
- Tex. Bus. Orgs. Code § 22.301APPROVAL OF VOLUNTARY WINDING UP, REINSTATEMENT, REVOCATION OF VOLUNTARY WINDING UP, OR DISTRIBUTION PLAN.Printed as Section 11.152(a)
- Tex. Bus. Orgs. Code § 101.551PERSONS ELIGIBLE TO WIND UP COMPANY.Printed as Section 11.152
- Tex. Bus. Orgs. Code § 101.552APPROVAL OF VOLUNTARY WINDING UP, REVOCATION, CANCELLATION, OR REINSTATEMENT.Printed as Section 11.152 | Section 11.152(a)
- Tex. Bus. Orgs. Code § 152.709CANCELLATION OR REVOCATION OF EVENT REQUIRING WINDING UP; CONTINUATION OF PARTNERSHIP.Printed as Section 11.152
- Tex. Bus. Orgs. Code § 153.501CANCELLATION OR REVOCATION OF EVENT REQUIRING WINDING UP; CONTINUATION OF BUSINESS.Printed as Section 11.152
- Tex. Bus. Orgs. Code § 200.261VOTE REQUIRED TO APPROVE FUNDAMENTAL ACTION.Printed as Section 11.152(a) | Section 11.152(b)
- Tex. Bus. Orgs. Code § 200.452APPROVAL OF REINSTATEMENT, CANCELLATION, OR REVOCATION OF VOLUNTARY WINDING UP.Printed as Section 11.152
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.