§ 11.301 — INVOLUNTARY WINDING UP AND TERMINATION OF FILING ENTITY BY COURT ACTION.

Texas § 11.301

• Jurisdiction: Texas
• Code BO: Business Organizations Code

Text

Sec. 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 Section 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).

Legislative History

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.