Texas Business Organizations Code 11.357 – Governing Persons of Entity During Limited Survival
(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 § 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 § 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.
Terms Used In Texas Business Organizations Code 11.357
- 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
- Governing person: means a person serving as part of the governing authority of an entity. See Texas Business Organizations Code 1.002
- Person: means an individual or a corporation, partnership, limited liability company, business trust, trust, association, or other organization, estate, government or governmental subdivision or agency, or other legal entity, or a protected series or registered series of a domestic limited liability company or foreign entity. See Texas Business Organizations Code 1.002