2021 Texas Statutes
Business Organizations Code
Title 1 - General Provisions
Chapter 11 - Winding Up and Termination of Domestic Entity
Subchapter E. Reinstatement of Terminated Entity
Section 11.202. Procedures for Reinstatement
Sec. 11.202. PROCEDURES FOR REINSTATEMENT. (a) To the extent applicable, a terminated entity, to be reinstated, must complete the requirements of this section not later than the third anniversary of the date the termination of the terminated entity's existence took effect.
(b) The owners, members, governing persons, or other persons must approve the reinstatement of the domestic entity in the manner provided by the title of this code governing the domestic entity.
(c) After approval of the reinstatement of a filing entity that was terminated, and not later than the third anniversary of the date of the filing of the entity's certificate of termination, the filing entity shall file a certificate of reinstatement in accordance with Chapter 4.
(d) A certificate of reinstatement filed under Subsection (c) must contain:
(1) the name of the filing entity;
(2) the filing number the filing officer assigned to the entity;
(3) the effective date of the entity's termination;
(4) a statement that the reinstatement of the filing entity has been approved in the manner required by this code; and
(5) the name of the entity's registered agent and the address of the entity's registered office.
(e) A tax clearance letter from the comptroller stating that the filing entity has satisfied all franchise tax liabilities and may be reinstated must be filed with the certificate of reinstatement if the filing entity is a taxable entity under Chapter 171, Tax Code, other than a nonprofit corporation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 23, eff. September 1, 2009.
