Texas Business Organizations Code 402.011 – Winding Up and Termination
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(a) Chapter 11 applies to:
(1) an action for involuntary or judicial winding up and termination commenced after the mandatory application date; or
(2) a voluntary winding up and termination proceeding initiated after the mandatory application date by:
(A) the governing authority;
(B) the terms of the governing documents; or
(C) applicable law.
(b) The prior law governs:
(1) an action described by Subsection (a)(1) that is pending on the mandatory application date; or
(2) a proceeding described by Subsection (a)(2) initiated before the mandatory application date.
Terms Used In Texas Business Organizations Code 402.011
- Governing authority: means a person or group of persons who are entitled to manage and direct the affairs of an entity under this code and the governing documents of the entity, except that if the governing documents of the entity or this code divide the authority to manage and direct the affairs of the entity among different persons or groups of persons according to different matters, "governing authority" means the person or group of persons entitled to manage and direct the affairs of the entity with respect to a matter under the governing documents of the entity or this code. See Texas Business Organizations Code 1.002
- Governing documents: means :
(A) in the case of a domestic entity:
(i) the certificate of formation for a domestic filing entity or the document or agreement under which a domestic nonfiling entity is formed; and
(ii) the other documents or agreements adopted by the entity under this code to govern the formation or the internal affairs of the entity; or
(B) in the case of a foreign entity, the instruments, documents, or agreements adopted under the law of its jurisdiction of formation to govern the formation or the internal affairs of the entity. See Texas Business Organizations Code 1.002 - Law: means , unless the context requires otherwise, both statutory and common law. See Texas Business Organizations Code 1.002