Texas Business Organizations Code 22.302 – Certain Procedures for Approval
Terms Used In Texas Business Organizations Code 22.302
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means an entity governed as a corporation under Title 2 or 7. See Texas Business Organizations Code 1.002
To approve a voluntary winding up, a reinstatement, a cancellation of an event requiring winding up, a revocation of a voluntary decision to wind up, or a distribution plan, a corporation must follow the following procedures:
(1) if the corporation has no members or has no members with voting rights and the corporation:
(A) holds any assets or has solicited any assets or otherwise engaged in activities, the corporation’s board of directors must adopt a resolution to wind up, to reinstate, to cancel the event requiring winding up, to revoke a voluntary decision to wind up, or to effect the distribution plan by the vote of directors required by § 22.164(b)(3); or
(B) does not hold any assets and has not solicited any assets or otherwise engaged in activities, a majority of the organizers or the board of directors of the corporation must adopt a resolution to wind up, to reinstate, to cancel an event requiring winding up, to revoke a voluntary decision to wind up, or to effect the distribution plan by the vote required by § 22.164(d);
(2) if the management of the affairs of the corporation is vested in the corporation’s members under § 22.202, the winding up, reinstatement, cancellation of event requiring winding up, revocation of voluntary decision to wind up, or distribution plan:
(A) must be submitted to a vote at an annual, regular, or special meeting of members; and
(B) must be approved by the members by the vote required by § 22.164(b)(2); or
(3) if the corporation has members with voting rights:
(A) the corporation’s board of directors must approve a resolution:
(i) recommending the winding up, reinstatement, cancellation of event requiring winding up, revocation of a voluntary decision to wind up, or distribution plan; and
(ii) directing that the winding up, reinstatement, cancellation of event requiring winding up, revocation of a voluntary decision to wind up, or distribution plan of the corporation be submitted to a vote at an annual or special meeting of members; and
(B) the members must approve the action described by Paragraph (A) in accordance with § 22.303.