2021 Texas Statutes
Business Organizations Code
Title 1 - General Provisions
Chapter 11 - Winding Up and Termination of Domestic Entity
Subchapter H. Claims Resolution on Termination
Section 11.359. Extinguishment of Existing Claim
Sec. 11.359. EXTINGUISHMENT OF EXISTING CLAIM. (a) Except as provided by Subsection (b), an existing claim by or against a terminated filing entity is extinguished unless an action or proceeding is brought on the claim not later than the third anniversary of the date of termination of the entity.
(b) A person's claim against a terminated filing entity may be extinguished before the period prescribed by Subsection (a) if the person is notified under Section 11.358(a) that the claim will be resolved under Section 11.358 and the person:
(1) fails to properly present the claim in writing under Sections 11.358(c) and (d); or
(2) fails to bring an action on a claim rejected under Section 11.358(e) before:
(A) the 180th day after the date the notice rejecting the claim was mailed to the person; and
(B) the third anniversary of the effective date of the entity's termination.
(c) Notwithstanding Subsections (a) and (b), the extinguishment of an existing claim with respect to a terminated filing entity as provided by this section is nullified if:
(1) the filing entity's termination is revoked with retroactive effect under Section 11.153;
(2) the terminated filing entity is reinstated with retroactive effect as provided by Section 11.206;
(3) the terminated filing entity is reinstated with retroactive effect as provided by Section 11.253(d); or
(4) the terminated filing entity's certificate of formation is reinstated under the Tax Code with retroactive effect as provided by Section 11.254.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 20, eff. September 1, 2021.
