Tex. Bus. Orgs. Code § 11.356 · Subchapter H. CLAIMS RESOLUTION ON TERMINATION
LIMITED SURVIVAL AFTER TERMINATION.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) Notwithstanding the termination of a domestic filing entity under this code or the Tax Code, the terminated filing entity continues in existence until the third anniversary of the effective date of the entity's termination only for purposes of:
(1) prosecuting or defending in the terminated filing entity's name an action or proceeding brought by or against the terminated entity;
(2) permitting the survival of an existing claim by or against the terminated filing entity;
(3) holding title to and liquidating property that remained with the terminated filing entity at the time of termination or property that is collected by the terminated filing entity after termination;
(4) applying or distributing property, or its proceeds, as provided by Section 11.053; and
(5) settling affairs not completed before termination.
(b) A terminated filing entity may not continue its existence for the purpose of continuing the business or affairs for which the terminated filing entity was formed unless the terminated filing entity is reinstated under this code or the Tax Code.
(c) If an action on an existing claim by or against a terminated filing entity has been brought before the expiration of the three-year period after the date of the entity's termination and the claim was not extinguished under Section 11.359, the terminated filing entity continues to survive for purposes of:
(1) the action until all judgments, orders, and decrees have been fully executed; and
(2) the application or distribution of any property of the terminated filing entity as provided by Section 11.053 until the property has been applied or distributed.
Notes and commentary — not statutory text
History
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 19, 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 33a47d84f41375b02e50360fb2dee596a268c3027797e6d3ec0d0656562f0a0f
- 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 4 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 11.356. Each shows the citation as that text prints it.
Business Organizations Code
- Tex. Bus. Orgs. Code § 11.315FILING OF DECREE OF TERMINATION AGAINST FILING ENTITY.Printed as Section 11.356
- Tex. Bus. Orgs. Code § 11.357GOVERNING PERSONS OF ENTITY DURING LIMITED SURVIVAL.Printed as Section 11.356
- Tex. Bus. Orgs. Code § 11.414FILING OF DECREE OF INVOLUNTARY TERMINATION AGAINST FILING ENTITY.Printed as Section 11.356
- Tex. Bus. Orgs. Code § 21.316LIABILITY OF DIRECTORS FOR WRONGFUL DISTRIBUTIONS.Printed as Sections 11.053 and 11.356
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.