Texas Business Organizations Code 11.301 – Involuntary Winding Up and Termination of Filing Entity by Court Action
(a) A court may enter a decree requiring winding up of a filing entity‘s business and termination of the filing entity‘s existence if, as the result of an action brought under § 11.303, the court finds that one or more of the following problems exist:
(1) the filing entity or its organizers did not comply with a condition precedent to its formation;
(2) the certificate of formation of the filing entity or any amendment to the certificate of formation was fraudulently filed;
(3) a misrepresentation of a material matter has been made in an application, report, affidavit, or other document submitted by the filing entity under this code;
(4) the filing entity has continued to transact business beyond the scope of the purpose of the filing entity as expressed in its certificate of formation; or
(5) public interest requires winding up and termination of the filing entity because:
(A) the filing entity has been convicted of a felony or a high managerial agent of the filing entity has been convicted of a felony committed in the conduct of the filing entity’s affairs;
(B) the filing entity or high managerial agent has engaged in a persistent course of felonious conduct; and
(C) termination is necessary to prevent future felonious conduct of the same character.
(b) Sections 11.302-11.307 do not apply to Subsection (a)(5).
Terms Used In Texas Business Organizations Code 11.301
- 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.
- Business: means a trade, occupation, profession, or other commercial activity. See Texas Business Organizations Code 1.002
- 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 - 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
- Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.