Tex. Bus. Orgs. Code § 11.301 · Subchapter G. JUDICIAL WINDING UP AND TERMINATION
INVOLUNTARY WINDING UP AND TERMINATION OF FILING ENTITY BY COURT ACTION.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) A court may enter a decree requiring winding up of a filing entity's business and termination of the filing entity's existence if, as the result of an action brought under Section 11.303, the court finds that one or more of the following problems exist:
(1) the filing entity or its organizers did not comply with a condition precedent to its formation;
(2) the certificate of formation of the filing entity or any amendment to the certificate of formation was fraudulently filed;
(3) a misrepresentation of a material matter has been made in an application, report, affidavit, or other document submitted by the filing entity under this code;
(4) the filing entity has continued to transact business beyond the scope of the purpose of the filing entity as expressed in its certificate of formation; or
(5) public interest requires winding up and termination of the filing entity because:
(A) the filing entity has been convicted of a felony or a high managerial agent of the filing entity has been convicted of a felony committed in the conduct of the filing entity's affairs;
(B) the filing entity or high managerial agent has engaged in a persistent course of felonious conduct; and
(C) termination is necessary to prevent future felonious conduct of the same character.
(b) Sections 11.302-11.307 do not apply to Subsection (a)(5).
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 a327ae0193f2f32f4aa5b1872f1a38af2100ea916222a756a5b92c0ea0133157
- 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 § 11.302NOTIFICATION OF CAUSE BY SECRETARY OF STATE.Printed as Sections 11.302-11.307
- Tex. Bus. Orgs. Code § 11.303FILING OF ACTION BY ATTORNEY GENERAL.Printed as Section 11.303
- Tex. Bus. Orgs. Code § 11.307OPPORTUNITY FOR CURE AFTER AFFIRMATION OF FINDINGS BY APPEALS COURT.Printed as Sections 11.302-11.307
Cited by 4 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 11.301. Each shows the citation as that text prints it.
Business Organizations Code
- Tex. Bus. Orgs. Code § 11.302NOTIFICATION OF CAUSE BY SECRETARY OF STATE.Printed as Section 11.301
- Tex. Bus. Orgs. Code § 11.303FILING OF ACTION BY ATTORNEY GENERAL.Printed as Section 11.301
- Tex. Bus. Orgs. Code § 11.305JUDGMENT REQUIRING WINDING UP AND TERMINATION.Printed as Section 11.301(a)
- Tex. Bus. Orgs. Code § 11.313TIMING OF TERMINATION.Printed as Section 11.301
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.