Sec. 11.314. INVOLUNTARY WINDING UP AND TERMINATION OF PARTNERSHIP OR LIMITED LIABILITY COMPANY. A district court in the county in which the registered office or principal place of business in this state of a domestic partnership or limited liability company is located has jurisdiction to order the winding up and termination of the domestic partnership or limited liability company on application by an owner of the partnership or limited liability company if the court determines that:
(1) the economic purpose of the entity is likely to be unreasonably frustrated;
(2) another owner has engaged in conduct relating to the entity's business that makes it not reasonably practicable to carry on the business with that owner; or
(3) it is not reasonably practicable to carry on the entity's business in conformity with its governing documents.
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. 25, eff. September 1, 2009.
Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 7, eff. September 1, 2017.
Structure Texas Statutes
Chapter 11 - Winding Up and Termination of Domestic Entity
Subchapter G. Judicial Winding Up and Termination
Section 11.301. Involuntary Winding Up and Termination of Filing Entity by Court Action
Section 11.302. Notification of Cause by Secretary of State
Section 11.303. Filing of Action by Attorney General
Section 11.304. Cure Before Final Judgment
Section 11.305. Judgment Requiring Winding Up and Termination
Section 11.306. Stay of Judgment
Section 11.307. Opportunity for Cure After Affirmation of Findings by Appeals Court
Section 11.308. Jurisdiction and Venue
Section 11.309. Process in State Action
Section 11.310. Publication of Notice
Section 11.311. Action Allowed After Expiration of Filing Entity's Duration
Section 11.312. Compliance by Terminated Entity
Section 11.313. Timing of Termination
Section 11.314. Involuntary Winding Up and Termination of Partnership or Limited Liability Company
Section 11.315. Filing of Decree of Termination Against Filing Entity