Tex. Bus. Orgs. Code § 21.502 · Subchapter K. WINDING UP AND TERMINATION
CERTAIN PROCEDURES RELATING TO WINDING UP.
Text — Current through the 89th 2nd Called Legislative Session, 2025
To approve a voluntary winding up, a reinstatement, a cancellation of an event requiring winding up, or a revocation of a voluntary decision to wind up, a corporation must follow one of the following procedures:
(1) all shareholders of the corporation must consent in writing to the winding up, the reinstatement, the cancellation of an event requiring winding up, or the revocation of a voluntary decision to wind up the corporation;
(2) if the corporation has not commenced business and has not issued any shares, a majority of the organizers or the board of directors of the corporation must adopt a resolution to wind up, to reinstate, to cancel an event requiring winding up, or to revoke a voluntary decision to wind up; or
(3)(A) the board of directors of the corporation must adopt a resolution:
(i) recommending the winding up, reinstatement, cancellation of an event requiring winding up, or revocation of a voluntary decision to wind up the corporation; and
(ii) directing that the winding up, reinstatement, cancellation of an event requiring winding up, or revocation of a voluntary decision to wind up the corporation be submitted to the shareholders for approval at an annual or special meeting of shareholders; and
(B) the shareholders must approve the action described by Paragraph (A) in accordance with Section 21.503.
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.21.htm
- Text hash
- sha256 831c0625174d9a4bf492a79da11bba776617e66ce959e3279912d308020e7217
- 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
Cited by 4 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 21.502. Each shows the citation as that text prints it.
Business Organizations Code
- Tex. Bus. Orgs. Code § 20.001SIGNATURE REQUIREMENTS FOR FILING INSTRUMENTS.Printed as Section 21.502(2) or 22.302(1)(B)
- Tex. Bus. Orgs. Code § 21.052PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION.Printed as Section 21.502(1) | Section 21.502(2)
- Tex. Bus. Orgs. Code § 21.056RESTATED CERTIFICATE OF FORMATION.Printed as Section 21.502(1)
- Tex. Bus. Orgs. Code § 21.503MEETING OF SHAREHOLDERS; NOTICE.Printed as Section 21.502(3)(A)(ii)
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.