Tex. Bus. Orgs. Code § 11.357 · Subchapter H. CLAIMS RESOLUTION ON TERMINATION
GOVERNING PERSONS OF ENTITY DURING LIMITED SURVIVAL.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) Subject to the provisions of the title governing the terminated filing entity, during the three-year period that a terminated filing entity's existence is continued under Section 11.356, the governing persons of the terminated filing entity serving at the time of termination shall continue to manage the affairs of the terminated filing entity for the limited purposes specified by Section 11.356 and have the powers necessary to accomplish those purposes. The number of governing persons:
(1) may be reduced because of the death of a governing person; and
(2) may include successors to governing persons chosen by the other governing persons.
(b) In exercising powers prescribed under Subsection (a), a governing person:
(1) has the same duties to the terminated filing entity that the person had immediately before the termination; and
(2) is liable to the terminated filing entity for the person's actions taken after the entity's termination to the same extent that the person would have been liable had the person taken those actions before the termination.
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 6cadf723d0ee01859e1d9480f52b53382fafc1a592ccb524321db9ae07ceb576
- 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
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Business Organizations Code
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.