Texas Business Organizations Code 11.253 – Reinstatement by Secretary of State After Involuntary Termination
(a) The secretary of state shall reinstate a filing entity that has been involuntarily terminated under this subchapter if the entity files a certificate of reinstatement in accordance with Chapter 4 and:
(1) the entity has corrected the circumstances that led to the involuntary termination and any other circumstances that may exist of the types described by § 11.251(b), including the payment of fees, interest, or penalties; or
(2) the secretary of state finds that the circumstances that led to the involuntary termination did not exist at the time of termination.
(b) A certificate of reinstatement filed under Subsection (a) must contain:
(1) the name of the filing entity;
(2) the filing number assigned by the filing officer to the entity;
(3) the effective date of the involuntary termination;
(4) a statement that the circumstances giving rise to the involuntary termination have been corrected; and
(5) the name of the entity’s registered agent and the address of the entity’s registered office.
Terms Used In Texas Business Organizations Code 11.253
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Certificate of formation: means :
(A) the document required to be filed with the filing officer under Chapter 3 to form a filing entity; and
(B) if appropriate, a restated certificate of formation and all amendments of an original or restated certificate of formation. See Texas Business Organizations Code 1.002 - Comptroller: means the state comptroller of public accounts. See Texas Government Code 312.011
- Entity: means a domestic entity or foreign entity. See Texas Business Organizations Code 1.002
- Filing entity: means a domestic entity that is a corporation, limited partnership, limited liability company, professional association, cooperative, or real estate investment trust. See Texas Business Organizations Code 1.002
- Filing officer: means :
(A) with respect to an entity other than a domestic real estate investment trust, the secretary of state; or
(B) with respect to a domestic real estate investment trust, the county clerk of the county in which the real estate investment trust's principal office is located in this state. See Texas Business Organizations Code 1.002 - Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Limited liability company: means an entity governed as a limited liability company under Title 3 or 7. See Texas Business Organizations Code 1.002
- Protected series: means a series of a domestic limited liability company that is established as a protected series in accordance with § 101. See Texas Business Organizations Code 1.002
- Registered series: means a series of a domestic limited liability company that is formed as a registered series in accordance with § 101. See Texas Business Organizations Code 1.002
- Secretary: means the:
(A) individual designated as secretary of an entity under the entity's governing documents; or
(B) officer or committee of persons authorized to perform the functions of secretary of an entity without regard to the designated name of the officer or committee. See Texas Business Organizations Code 1.002
(c) A certificate of reinstatement must be accompanied by:
(1) each amendment to the entity’s certificate of formation that is required by intervening events, including circumstances requiring an amendment to the filing entity’s name as described in § 11.203; and
(2) a tax clearance letter from the comptroller stating that the filing entity has satisfied all franchise tax liabilities and may be reinstated, if the filing entity is a taxable entity under Chapter 171, Tax Code, other than a nonprofit corporation.
(d) If a filing entity is reinstated before the third anniversary of the date of its involuntary termination, the entity is considered to have continued in existence without interruption from the date of termination. The reinstatement shall have no effect on any issue of personal liability of the governing persons, officers, or agents of the filing entity during the period between termination and reinstatement.
(e) The reinstatement of a terminated limited liability company automatically reinstates any protected series or registered series that terminated because of the termination of the company.