Texas Business Organizations Code 11.359 – Extinguishment of Existing Claim
(a) Except as provided by Subsection (b), an existing claim by or against a terminated filing entity is extinguished unless an action or proceeding is brought on the claim not later than the third anniversary of the date of termination of the entity.
(b) A person‘s claim against a terminated filing entity may be extinguished before the period prescribed by Subsection (a) if the person is notified under § 11.358(a) that the claim will be resolved under § 11.358 and the person:
(1) fails to properly present the claim in writing under Sections 11.358(c) and (d); or
(2) fails to bring an action on a claim rejected under § 11.358(e) before:
(A) the 180th day after the date the notice rejecting the claim was mailed to the person; and
(B) the third anniversary of the effective date of the entity’s termination.
Terms Used In Texas Business Organizations Code 11.359
- 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
- in writing: includes any representation of words, letters, or figures, whether by writing, printing, or other means. See Texas Government Code 312.011
- 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
(c) Notwithstanding Subsections (a) and (b), the extinguishment of an existing claim with respect to a terminated filing entity as provided by this section is nullified if:
(1) the filing entity’s termination is revoked with retroactive effect under § 11.153;
(2) the terminated filing entity is reinstated with retroactive effect as provided by § 11.206;
(3) the terminated filing entity is reinstated with retroactive effect as provided by § 11.253(d);
(4) the terminated filing entity’s certificate of formation is reinstated under the Tax Code with retroactive effect as provided by § 11.254;
(5) the terminated filing entity’s certificate of formation is reinstated under Chapter 22 with retroactive effect as provided by § 11.255(a); or
(6) the terminated filing entity’s certificate of formation is reinstated under Chapter 153 with retroactive effect as provided by § 11.255(b).