Tex. Bus. Orgs. Code § 22.303 · Subchapter G. WINDING UP AND TERMINATION
MEETING OF MEMBERS; NOTICE.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) The corporation must give to each member entitled to vote at a meeting described by Section 22.302(2) or (3) a written notice stating that the purpose or one of the purposes of the meeting is to consider the winding up, reinstatement, cancellation of event requiring winding up, revocation of the voluntary decision to wind up, or distribution plan of the corporation. The notice must be given in the time and manner provided by Chapter 6 and this chapter for the giving of notice of a meeting to members.
(b) A vote of members entitled to vote at the meeting shall be taken on the resolution to wind up, reinstate, cancel the event requiring winding up, revoke the voluntary decision to wind up, or effect the distribution plan of the corporation. The members must approve the resolution by the vote required under Section 22.164.
(c) For a meeting to vote on a distribution plan, the notice of the meeting must contain the proposed plan of distribution or a summary of the plan.
(d) For a corporation the management of the affairs of which is vested in its members under Section 22.202, the notice of the meeting is subject to the provisions of the certificate of formation or bylaws of the corporation.
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.22.htm
- Text hash
- sha256 ce8ee69eaa430e7cd4dc40936c75858373aaf89094a0d85bc4813d4028b6798f
- 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 ch. 6MEETINGS AND VOTING FOR DOMESTIC ENTITIESPrinted as Chapter 6
- Tex. Bus. Orgs. Code § 22.164VOTE REQUIRED TO APPROVE FUNDAMENTAL ACTION.Printed as Section 22.164
- Tex. Bus. Orgs. Code § 22.202MANAGEMENT BY MEMBERS.Printed as Section 22.202
- Tex. Bus. Orgs. Code § 22.302CERTAIN PROCEDURES FOR APPROVAL.Printed as Section 22.302(2)
Cited by 2 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 22.303. Each shows the citation as that text prints it.
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.