2005 Texas Code - Business Corporation Act ARTICLE 8.01. ADMISSION OF FOREIGN CORPORATION

Business Corporation Act

Part 7. 






Art. 7.01. Involuntary Dissolution                                            

A. A corporation may be dissolved involuntarily by a decree of the 
district court of the county in which the registered office of the 
corporation is situated or of any district court in Travis County in 
an action filed by the Attorney General when it is established that 
it is in default in any of the following particulars:

(1) The corporation or its incorporators have failed to comply with 
a condition precedent to incorporation;  or

(2) The original articles of incorporation or any amendments 
thereof were procured through fraud;  or

(3) The corporation has continued to transact business beyond the 
scope of the purpose or purposes of the corporation as expressed in 
its articles of incorporation;  or

(4) A misrepresentation has been made of any material matter in any 
application, report, affidavit, or other document submitted by such 
corporation pursuant to this Act.

B. A corporation may be dissolved involuntarily by order of the 
Secretary of State when it is established that it is in default in 
any of the following particulars:

(1) The corporation has failed to file any report within the time 
required by law, or has failed to pay any fees, franchise taxes or 
penalties prescribed by law when the same have become due and 
payable;

(2) The corporation has failed to maintain a registered agent in 
this state as required by law;  or

(3) The corporation has failed to pay the filing fee for the 
corporation's articles of incorporation or the initial franchise 
tax deposit, or the fee or tax was paid by an instrument that was 
dishonored when presented by the state for payment.

C. (1) No corporation shall be involuntarily dissolved under 
Subsection (1) or (2) of Section B hereof unless the Secretary of 
State, or other state agency with which such report, fees, taxes, or 
penalties is required to be made, gives the corporation not less 
than 90 days notice of its neglect, delinquency, or omission by 
certified mail addressed to its registered office or to its 
principal place of business, or to the last known address of one of 
its officers or directors, or to any other known place of business 
of said corporation, and the corporation has failed prior to such 
involuntary dissolution to correct the neglect, omission or 
delinquency.

(2) When a corporation is involuntarily dissolved under Subsection 
(3) of Section B of this article, the Secretary of State shall give 
the corporation notice of the dissolution by regular mail addressed 
to its registered office, its principal place of business, the last 
known address of one of its officers or directors, or any other 
known place of business of the corporation.

D. Whenever a corporation has given cause for involuntary 
dissolution and has failed to correct the neglect, omission or 
delinquency as provided in Sections B and C, the Secretary of State 
shall thereupon dissolve the corporation by issuing a certificate 
of involuntary dissolution, which shall include the fact of such 
involuntary dissolution and the date and cause thereof.  The 
original of such certificate shall be placed in his office and a 
copy thereof mailed to the corporation at its registered office, or 
to its principal place of business, or the last known address of one 
of its officers or directors, or to any other known place of 
business of said corporation.  Upon the issuance of such 
certificate of involuntary dissolution, the existence of the 
corporation shall cease, except for purposes otherwise provided by 
law.

E. Any corporation dissolved by the Secretary of State under the 
provisions of Section B of this article may be reinstated by the 
Secretary of State at any time within a period of 36 months from the 
date of such dissolution, upon approval of an application for 
reinstatement signed by an officer or director of the dissolved 
corporation.  Such application shall be filed by the Secretary of 
State whenever it is established to the Secretary's satisfaction 
that in fact there was no cause for the dissolution, or whenever the 
neglect, omission or delinquency resulting in dissolution has been 
corrected and payment of all fees, taxes, penalties and interest 
due thereon which accrued before the dissolution plus an amount 
equal to the total taxes from the date of dissolution to the date of 
reinstatement which would have been payable had the corporation not 
been dissolved.  A reinstatement filing fee of $50 shall accompany 
the application for reinstatement.

Reinstatement shall not be authorized if the corporate name is the 
same as or deceptively similar to a corporate, limited partnership, 
or limited liability company name already on file or reserved or 
registered, unless the corporation being reinstated 
contemporaneously amends the articles of incorporation to change 
its name.

When the application for reinstatement is approved and filed by the 
Secretary of State, the corporate existence shall be deemed to have 
continued without interruption from the date of dissolution except 
the reinstatement shall have no effect upon any issue of personal 
liability of the directors, officers, or agents of the corporation 
during the period between dissolution and reinstatement.

F. When a corporation is convicted of a felony or when a high 
managerial agent is convicted of a felony in the conduct of the 
affairs of the corporation, the Attorney General may file an action 
to involuntarily dissolve the corporation in a district court of 
the county in which the registered office of the corporation is 
situated or in a district court of Travis County.  The court may 
dissolve the corporation involuntarily if it is established that:

(1) The corporation, or a high managerial agent acting in behalf of 
the corporation, has engaged in a persistent course of felonious 
conduct;  and

(2) To prevent future felonious conduct of the same character, the 
public interest requires such dissolution.

G. Article 7.02 of this Act does not apply to Section F of this 
article.    

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1969, 61st Leg., p. 2484, ch. 835, Sec. 3, eff. June 18, 1969;  
Acts 1973, 63rd Leg., p. 989, ch. 399, Sec. 2(K), eff. Jan. 1, 1974;  
Acts 1981, 67th Leg., p. 843, ch. 297, Sec. 25, eff. Aug. 31, 1981;  
Acts 1997, 75th Leg., ch. 375, Sec. 36, eff. Sept. 1, 1997.






Art. 7.02. Notification to Attorney General, Notice to Corporation 
and Opportunity of Corporation to Cure Default

A. The Secretary of State shall certify to the Attorney General, 
from time to time, the names of all corporations which have given 
cause for judicial dissolution of their charters or revocation of 
their certificates of authority as provided in this Act, together 
with the facts pertinent thereto.  Every such certificate from the 
Secretary of State to the Attorney General shall be taken and 
received in all courts as prima facie evidence of the facts therein 
stated.

B. Whenever the Secretary of State shall certify the name of any 
such corporation to the Attorney General as having given any cause 
for dissolution or revocation of its certificate of authority, the 
Secretary of State shall concurrently mail to such corporation at 
its registered office in this State a notice that such 
certification has been made and the grounds therefor.  A record of 
the date of mailing such notice shall be kept in the office of the 
Secretary of State, and a certificate by the Secretary of State that 
such notice was mailed as indicated by such record shall be taken 
and received in all courts as prima facie evidence of the facts 
therein stated.

C. If at the expiration of thirty (30) days after the date of such 
mailing the corporation has not cured the defaults so certified by 
the Secretary of State, the Attorney General shall then file an 
action in the name of the State against such corporation for its 
dissolution or revocation of its certificate of authority, as the 
case may be.

D. If, after any such action is filed but before judgment is 
pronounced in the district court, the corporation against whom such 
action has been filed shall cure its default and pay the costs of 
such action, the action shall abate.

E. If, after the issues made in any such action have been heard by 
the court trying same and it is found that the corporate defendant 
has been guilty of any default of such nature as to justify its 
dissolution or revocation of its certificate of authority as 
provided in this Act, the court shall, without rendering or 
entering any judgment for a period of five (5) days pending the 
filing of an action upon a sworn application for stay of judgment as 
hereinafter provided, promptly pronounce its findings to such 
effect.  If the corporation has proved by a preponderance of the 
evidence that the defaults of which the corporation has been found 
guilty were neither willful nor the result of failure to take 
reasonable precautions and has procured a finding to such effect it 
may promptly make sworn application to the court for a stay of entry 
of judgment in order to allow the corporation reasonable 
opportunity to cure the defaults of which it has been found guilty.  
If the court is reasonably satisfied on the basis of the 
corporation's sworn application and any evidence heard in support 
of or opposed to the application that the corporation is able and 
intends in good faith to cure the defaults of which it has been 
found guilty and that such stay is not applied for without just 
cause, the court shall grant such application and stay entry of 
judgment for such time as in the discretion of the court is 
reasonably necessary to afford the corporation opportunity to cure 
such defaults if it acts with reasonable diligence, but in no event 
shall such stay be for more than sixty (60) days after the date of 
the pronouncement of the court's findings.  If during such period of 
time as shall be allowed by the court the corporation shall cure its 
defaults and pay the costs of such action, the court shall then 
enter judgment dismissing the action.  If the corporation does not 
satisfy the court that it has cured its default within said period 
of time, the court shall enter final judgment at the expiration 
thereof.

F. If the corporation does not make application for stay of such 
judgment but does appeal therefrom and the trial court's judgment 
is affirmed and if the appellate court is satisfied that the appeal 
was taken in good faith and not for purpose of delay or with no 
sufficient cause and further finds that the defaults of which the 
corporation has been adjudged guilty are capable of being cured, it 
shall, if the appealing corporation has so prayed, remand the case 
to the trial court with instructions to grant the corporation 
opportunity to cure such defaults, such cure to be accomplished 
within such time after issuance of the mandate as the appellate 
court shall determine but in no event more than sixty (60) days 
thereafter.  If during such period of time as shall have been so 
allowed the corporation shall cure such defaults and pay all costs 
accrued in such action, the trial court shall then enter judgment 
dismissing such action.  If the corporation does not satisfy the 
trial court that it has cured its defaults within such period of 
time, the judgment shall thereupon become final.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1969, 61st Leg., p. 2485, ch. 835, Sec. 4, eff. June 18, 1969.






Art. 7.03. Venue and Process                                                  

A. Every action for the involuntary dissolution of a domestic 
corporation or revocation of the certificate of authority of a 
foreign corporation shall be commenced by the Attorney General 
either in the district court of the county in which the registered 
office of the corporation in this State is situated, or in any 
district court of Travis County.  Citation shall issue and be served 
as provided by law.  If process is returned not found, the Attorney 
General shall cause publication to be made as in other civil cases 
in some newspaper published in the county where the registered 
office of the corporation in this State is situated, containing a 
notice of the pendency of such action, the title of the court, the 
title of the action, and the date on or after which default judgment 
may be entered.  The Attorney General may include in one notice the 
name of any number of such corporations against which such actions 
are then pending in the same court.  The Attorney General shall 
cause a copy of such notice to be mailed to the corporation at its 
registered office in this State within ten days after the first 
publication thereof.  The certificate of the Attorney General of 
the mailing of such notice shall be prima facie evidence thereof.  
Such notice shall be published at least once a week for two 
successive weeks, and the first publication thereof may begin at 
any time after the citation has been returned.  Unless a corporation 
shall have been served with citation, no default judgment shall be 
taken against it earlier than thirty days after the first 
publication of such notice.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.                     






Art. 7.04. Appointment of Receiver for Specific Corporate Assets              

A. A receiver may be appointed by any court having jurisdiction of 
the subject matter for specific corporate assets located within the 
State, whether owned by a domestic or a foreign corporation, which 
are involved in litigation, whenever circumstances exist deemed by 
the court to require the appointment of a receiver to conserve such 
assets and to avoid damage to parties at interest, but only if all 
other requirements of law are complied with and if other remedies 
available either at law or in equity are determined by the court to 
be inadequate and only in the following instances:

(1) In an action by a vendor to vacate a fraudulent purchase of 
property;  or by a creditor to subject any property or fund to his 
claim;  or between partners or others jointly owning or interested 
in any property or fund, on the application of the plaintiff or any 
party whose right to or interest in the property or fund or the 
proceeds thereof is probable, and where it is shown that the 
property or fund is in danger of being lost, removed, or materially 
injured.

(2) In an action by a mortgagee for the foreclosure of his mortgage 
and sale of the mortgaged property, when it appears that the 
mortgaged property is in danger of being lost, removed, or 
materially injured, or that the condition of the mortgage has not 
been performed and that the property is probably insufficient to 
discharge the mortgage debt.

(3) In any other actions where receivers for specific assets have 
heretofore been appointed by the usages of the court of equity.

B. The court appointing such receiver shall have and retain 
exclusive jurisdiction over the specific assets placed in 
receivership and shall determine the rights of the parties in these 
assets or their proceeds.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.                     






Art. 7.05. Appointment of Receiver to Rehabilitate Corporation                

A. A receiver may be appointed for the assets and business of a 
corporation by the district court for the county in which the 
registered office of the corporation is located, whenever 
circumstances exist deemed by the court to require the appointment 
of a receiver to conserve the assets and business of the corporation 
and to avoid damage to parties at interest, but only if all other 
requirements of law are complied with and if all other remedies 
available either at law or in equity, including the appointment of a 
receiver for specific assets of the corporation, are determined by 
the court to be inadequate, and only in the following instances:

(1) In an action by a shareholder when it is established:                     

(a) That the corporation is insolvent or in imminent danger of 
insolvency;  or

(b) That the directors are deadlocked in the management of the 
corporate affairs and the shareholders are unable to break the 
deadlock, and that irreparable injury to the corporation is being 
suffered or is threatened by reason thereof;  or

(c) That the acts of the directors or those in control of the 
corporation are illegal, oppressive or fraudulent;  or

(d) That the corporate assets are being misapplied or wasted.                 

(e) That the shareholders are deadlocked in voting power, and have 
failed, for a period which includes at least two consecutive annual 
meeting dates, to elect successors to directors whose terms have 
expired or would have expired upon the election and qualification 
of their successors.

(2) In an action by a creditor when it is established:                        

(a) That the corporation is insolvent and the claim of the creditor 
has been reduced to judgment and an execution thereon returned 
unsatisfied;  or

(b) That the corporation is insolvent and the corporation has 
admitted in writing that the claim of the creditor is due and owing.

(3) In any other actions where receivers have heretofore been 
appointed by the usages of the court of equity.

B. In the event that the condition of the corporation necessitating 
such an appointment of a receiver is remedied, the receivership 
shall be terminated forthwith and the management of the corporation 
shall be restored to the directors and officers, the receiver being 
directed to redeliver to the corporation all its remaining 
properties and assets.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1961, 57th Leg., p. 319, ch. 169, Sec. 1.






Art. 7.06. Jurisdiction of Court to Liquidate Assets and Business 
of Corporation and Receiverships Therefor

A. The district court for the county in which the registered office 
of a corporation is located may order the liquidation of the assets 
and business of the corporation and may appoint a receiver to effect 
such liquidation, whenever circumstances demand liquidation in 
order to avoid damage to parties at interest, but only if all other 
requirements of law are complied with and if all other remedies 
available either at law or in equity, including the appointment of a 
receiver of specific assets of the corporation and appointment of a 
receiver to rehabilitate the corporation, are determined by the 
court to be inadequate and only in the following instances:

(1) When an action has been filed by the Attorney General, as 
provided in this Act, to dissolve a corporation and it is 
established that liquidation of its business and affairs should 
precede the entry of a decree of dissolution.

(2) Upon application by a corporation to have its liquidation 
continued under the supervision of the court.

(3) If the corporation is in receivership and no plan for remedying 
the condition of the corporation requiring appointment of the 
receiver, which the court finds to be feasible, has been presented 
within twelve (12) months after the appointment of the receiver.

(4) Upon application of any creditor if it is established that 
irreparable damage will ensue to the unsecured creditors of the 
corporation, generally, as a class, unless there be an immediate 
liquidation of the assets of the corporation.

B. In the event the condition of the corporation necessitating the 
appointment of a receiver is remedied, the receivership shall be 
terminated forthwith and the management of the corporation shall be 
restored to the directors and officers, the receiver being directed 
to redeliver to the corporation all its remaining properties and 
assets.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1967, 60th Leg., p. 1727, ch. 657, Sec. 15, eff. June 17, 1967.






Art. 7.07. Qualifications, Powers, and Duties of Receivers;  Other 
Provisions Relating to Receiverships

A. No receiver shall be appointed for any corporation to which this 
Act applies or for any of its assets or for its business except as 
provided for and on the conditions set forth in this Act.  A 
receiver shall in all cases be a citizen of the United States or a 
corporation authorized to act as receiver, which corporation may be 
a domestic corporation or a foreign corporation authorized to 
transact business in this State, and shall in all cases give such 
bond as the court may direct with such sureties as the court may 
require.

B. A receiver appointed by authority of this Act shall have 
authority to sue and be sued in all courts in his own name and shall 
have those powers and duties provided by laws of general 
applicability relating to receivers and in addition thereto may be 
accorded such other powers and duties as the court shall deem 
appropriate to accomplish the objectives for which the receiver was 
appointed.  Such additional and unusual powers and duties shall be 
stated in the order appointing the receiver and may be increased or 
diminished at any time during the proceedings.

C. In proceedings involving any receivership of the assets or 
business of a corporation, the court may require all creditors of 
the corporation to file with the clerk of the court or with the 
receiver, in such form as the court may prescribe, proofs of their 
respective claims under oath.  If the court requires the filing of 
claims, it shall fix a date as the last day for the filing thereof, 
which shall be not less than four months from the date of the order, 
and shall prescribe the notice that shall be given to creditors and 
claimants of the date so fixed.  Prior to the date so fixed, the 
court may extend the time for the filing of claims.  Creditors and 
claimants failing to file proofs of claim on or before the date 
fixed therefor may be barred, by order of court (unless presenting 
to the court a justifiable excuse for delay in the filing), from 
participating in the distribution of the assets of the corporation;  
but no discharge shall be decreed or effected.

D. The court shall have power from time to time to make allowances 
to the receiver or receivers and to attorneys in the proceeding, and 
to direct the payment thereof out of the assets of the corporation 
within the scope of the receivership or the proceeds of any sale or 
disposition of such assets.

E. A court authorized to appoint a receiver for a corporation to 
which this Act applies, and no other court in this State, shall be 
authorized to appoint a receiver for the corporation or its assets 
and business;  when such a court does appoint a receiver, as 
authorized by this Act, for the corporation or its assets and 
business, that court shall have exclusive jurisdiction of the 
corporation and all its properties, wherever situated.

F. Notwithstanding any provision of this Article or in this Act to 
the contrary, the district court for the county in which the 
registered office of any foreign corporation doing business in this 
State is located shall have jurisdiction to appoint an ancillary 
receiver for the assets and business of such corporation, to serve 
ancillary to the receiver for the assets and business of the 
corporation acting under orders of a court having jurisdiction to 
appoint such a receiver for the corporation, located in any other 
state, whenever circumstances exist deemed by the court to require 
the appointment of such ancillary receiver.  Moreover, such 
district court, whenever circumstances exist deemed by it to 
require the appointment of a receiver for all the assets in and out 
of this State, and the business, of a foreign corporation doing 
business in this State, in accordance with the ordinary usages of 
equity, may appoint such a receiver for all its assets in and out of 
this State, and its business, even though no receiver has been 
appointed elsewhere;  such receivership shall be converted into an 
ancillary receivership when deemed appropriate by such district 
court in the light of orders entered by a court of competent 
jurisdiction in some other State, providing for a receivership of 
all assets and business of such corporation.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.                     






Art. 7.08. Shareholders Not Necessary Parties Defendant to 
Receivership or Liquidation Proceedings

A. It shall not be necessary to make shareholders parties to any 
action or proceeding for a receivership or liquidation of the 
assets and business of a corporation unless relief is sought 
against them personally.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.                     






Art. 7.09. Decree of Involuntary Dissolution                                  

A. In proceedings to liquidate the assets and business of a 
corporation, when the costs and expenses of such proceedings and 
all debts, obligations, and liabilities of the corporation shall 
have been paid and discharged, or adequate provision shall have 
been made therefor, and all of its remaining property and assets 
distributed to its shareholders, or, in case its property and 
assets are not sufficient to satisfy and discharge such costs, 
expenses, debts, and obligations, when all the property and assets 
have been applied so far as they will go to their payment, the court 
shall enter a decree dissolving the corporation, whereupon the 
existence of the corporation shall cease.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1989, 71st Leg., ch. 801, Sec. 38, eff. Aug. 28, 1989.






Art. 7.10. Filing of Decree of Dissolution                                    

A. In any case in which the court shall enter a decree dissolving a 
corporation, it shall be the duty of the clerk of such court to 
cause a certified copy of the decree to be filed with the Secretary 
of State.  No fee shall be charged by the Secretary of State for the 
filing thereof.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.                     






Art. 7.11. Deposit With Comptroller of Amount Due Certain 
Shareholders and Creditors

A. Upon the voluntary or involuntary dissolution of a corporation, 
the portion of the assets distributable to a creditor or 
shareholder who is unknown or cannot be found after the exercise of 
reasonable diligence by the person or persons responsible for the 
distribution in liquidation of the corporation's assets shall be 
reduced to cash and deposited with the Comptroller, together with a 
statement giving the name of the person, if known, entitled to such 
fund, his last known address, the amount of his distributive 
portion, and such other information about such person as the 
Comptroller may reasonably require, whereupon the person or persons 
responsible for the distribution in liquidation of the 
corporation's assets shall be released and discharged from any 
further liability with respect to the funds so deposited.  The 
Comptroller shall issue his receipt for such fund and shall deposit 
same in a special account to be maintained by him.

B. On receipt of satisfactory written proof of ownership or of right 
to such fund within seven (7) years from the date such fund was so 
deposited, the Comptroller shall issue proper warrant therefor in 
favor of the person or persons then entitled thereto.  If no 
claimant has made satisfactory proof of right to such fund within 
seven (7) years from the time of such deposit the Comptroller shall 
then cause to be published in one issue of a newspaper of general 
circulation in Travis County, Texas, a notice of the proposed 
escheat of such fund, giving the name of the creditor or shareholder 
apparently entitled thereto, his last known address, if any, the 
amount of the fund so deposited, and the name of the dissolved 
corporation from whose assets such fund was derived.  If no claimant 
makes satisfactory proof of right to such fund within two months 
from the time of such publication, the fund so unclaimed shall 
thereupon automatically escheat to and become the property of the 
General Revenue Fund of the State of Texas.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1987, 70th Leg., ch. 93, Sec. 30, eff. Aug. 31, 1987;  Acts 
1997, 75th Leg., ch. 1423, Sec. 3.01, eff. Sept. 1, 1997.






Art. 7.12. Limited Survival After Dissolution                                 

A. A dissolved corporation shall continue its corporate existence 
for a period of three years from the date of dissolution, for the 
following purposes:

(1) prosecuting or defending in its corporate name any action or 
proceeding by or against the dissolved corporation;

(2) permitting the survival of any existing claim by or against the 
dissolved corporation;

(3) holding title to and liquidating any properties or assets that 
remained in the dissolved corporation at the time of, or are 
collected by the dissolved corporation after, dissolution, and 
applying or distributing those properties or assets, or the 
proceeds thereof, as provided in Subsections (3) and (4) of Section 
A of Article 6.04 of this Act;  and

(4) settling any other affairs not completed before dissolution.              

However, a dissolved corporation may not continue its corporate 
existence for the purpose of continuing the business or affairs for 
which the dissolved corporation was organized.

B. During the three-year period, the members of the board of 
directors of a dissolved corporation serving at the time of 
dissolution or the majority of them then living, however reduced in 
number, or their successors selected by them, shall continue to 
manage the affairs of the dissolved corporation for the limited 
purposes specified in this Article and shall have the powers 
necessary to accomplish those purposes. In the exercise of those 
powers, the directors shall have the same duties to the dissolved 
corporation that they had immediately prior to the dissolution and 
shall be liable to the dissolved corporation for actions taken by 
them after the dissolution to the same extent that they would have 
been liable had those actions been taken by them prior to the 
dissolution.

C. A corporation shall not be liable for any claim other than an 
existing claim.  An existing claim by or against a dissolved 
corporation shall be extinguished unless an action or proceeding on 
such existing claim is brought before the expiration of the 
three-year period following the date of dissolution.  If an action 
or proceeding on an existing claim by or against a dissolved 
corporation is brought before the expiration of the three-year 
period following the date of dissolution and such existing claim 
was not extinguished pursuant to Section D of this Article, the 
dissolved corporation shall continue to survive (1) for purposes of 
that action or proceeding until all judgments, orders, and decrees 
therein have been fully executed, and (2) for purposes of applying 
or distributing any properties or assets of the dissolved 
corporation as provided in Subsections (3) and (4) of Section A of 
Article 6.04 of this Act until such properties or assets are so 
applied or distributed.

D. A dissolved corporation may give written notice to a person 
having or asserting an existing claim against the dissolved 
corporation to present such existing claim to the dissolved 
corporation in accordance with the notice.  The notice shall be sent 
by registered or certified mail, return receipt requested, to the 
person having or asserting the existing claim at such person's last 
known address, and the notice shall:

(1) state that such person's claim against the dissolved 
corporation must be presented in writing to the dissolved 
corporation on or before the date stated in the notice, which shall 
be not earlier than 120 days after the date the notice is sent to 
such person;

(2) state that the written presentation of the claim must describe 
such claim in sufficient detail to reasonably inform the dissolved 
corporation of the identity of such person and of the nature and 
amount of the claim;

(3) state a mailing address where the written presentation of the 
person's claim against the dissolved corporation is to be sent;  

(4) state that if the written presentation of the claim is not 
received at such address on or before the date stated in the notice, 
the claim will be extinguished;  and

(5) be accompanied by a copy of this Section D.                               

If a written presentation of such person's claim against the 
dissolved corporation that meets the requirements of this section 
is received at the address of the dissolved corporation stated in 
the notice on or before the date stated in the notice, the dissolved 
corporation may thereafter give written notice to such person that 
such claim is rejected by the dissolved corporation.  The notice 
shall be sent by registered or certified mail, return receipt 
requested, addressed to such person at such person's last known 
address, and the notice shall state:

(1) that such claim is rejected by the dissolved corporation;                 

(2) that such claim will be extinguished unless an action or 
proceeding on such claim is brought within 180 days after the date 
such notice of rejection was sent to such person and before the 
expiration of the three-year period following the date of 
dissolution;  and

(3) the date such notice of rejection was sent and the date of 
dissolution. 

Such person's claim against the dissolved corporation shall be 
extinguished if (a) a written presentation of that claim meeting 
the requirements of this section is not received at the address of 
the dissolved corporation stated in the notice to such person on or 
before the date stated in the notice or (b) an action or proceeding 
on such claim is not brought within 180 days after the date a notice 
of rejection was sent to such person and before the expiration of 
the three-year period following the date of dissolution.

E. A dissolved corporation that was dissolved by the expiration of 
the period of its duration may, during the three-year period 
following the date of dissolution, amend its articles of 
incorporation by following the procedure prescribed in this Act to 
extend or perpetuate its period of existence.  That expiration 
shall not of itself create any vested right on the part of any 
shareholder or creditor to prevent such an action.  No act or 
contract of such a dissolved corporation during a period within 
which it could have extended its existence as permitted by this 
Article, whether or not it has taken action so to extend its 
existence, shall be in any degree invalidated by the expiration of 
its period of duration.

F. In this Article:                                                           

(1) The term "dissolved corporation" means a corporation (a) that 
was voluntarily dissolved by the issuance of a certificate of 
dissolution by the Secretary of State and was not issued a 
certificate of revocation of dissolution pursuant to Section C of 
Article 6.05 of this Act, (b) that was involuntarily dissolved by 
the Secretary of State and was not reinstated pursuant to Section E 
of Article 7.01 of this Act, (c) that was dissolved by decree of a 
court when the court has not liquidated all the assets and business 
of the corporation as provided in this Act, (d) that was dissolved 
by the expiration of its period of duration and has not revived its 
existence as provided in this Act, or (e) whose charter was 
forfeited pursuant to the Tax Code, unless the forfeiture has been 
set aside.

(2) The term "claim" means a right to payment, damages, or property, 
whether liquidated or unliquidated, accrued or contingent, matured 
or unmatured.

(3) The term "existing claim" means a claim that existed before 
dissolution and is not otherwise barred by limitations or a 
contractual obligation incurred after dissolution.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1987, 70th Leg., ch. 93, Sec. 31, eff. Aug. 31, 1987;  Acts 
1989, 71st Leg., ch. 801, Sec. 39, eff. Aug. 28, 1989;  Acts 1991, 
72nd Leg., ch. 901, Sec. 39, eff. Aug. 26, 1991;  Acts 1993, 73rd 
Leg., ch. 215, Sec. 2.19, eff. Sept. 1, 1993.