Texas Business Organizations Code 11.001 – Definitions
Terms Used In Texas Business Organizations Code 11.001
- Business: means a trade, occupation, profession, or other commercial activity. See Texas Business Organizations Code 1.002
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- Domestic: means , with respect to an entity, that the entity is formed under this code or the entity's internal affairs are governed by this code. See Texas Business Organizations Code 1.002
- Domestic entity: means an organization formed under or the internal affairs of which are governed by this code. See Texas Business Organizations Code 1.002
- Entity: means a domestic entity or foreign entity. See Texas Business Organizations Code 1.002
- Filing entity: means a domestic entity that is a corporation, limited partnership, limited liability company, professional association, cooperative, or real estate investment trust. See Texas Business Organizations Code 1.002
- Governing authority: means a person or group of persons who are entitled to manage and direct the affairs of an entity under this code and the governing documents of the entity, except that if the governing documents of the entity or this code divide the authority to manage and direct the affairs of the entity among different persons or groups of persons according to different matters, "governing authority" means the person or group of persons entitled to manage and direct the affairs of the entity with respect to a matter under the governing documents of the entity or this code. See Texas Business Organizations Code 1.002
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Property: includes tangible and intangible property and an interest in that property. See Texas Business Organizations Code 1.002
In this chapter:
(1) “Claim” means a right to payment, damages, or property, whether liquidated or unliquidated, accrued or contingent, matured or unmatured.
(2) “Event requiring a winding up” or “event requiring winding up” means an event specified by § 11.051.
(3) “Existing claim” with respect to an entity means:
(A) a claim that existed before the entity’s termination and is not barred by limitations; or
(B) a claim that exists after the entity’s termination and before the third anniversary of the date of the entity’s termination and is not barred by limitations, including a claim under a contractual or other obligation incurred after termination.
(4) “Terminated entity” means a domestic entity the existence of which has been:
(A) terminated in a manner authorized or required by this code, unless the entity has been reinstated in the manner provided by this code; or
(B) forfeited pursuant to the Tax Code, unless the forfeiture has been set aside.
(5) “Terminated filing entity” means a terminated entity that is a filing entity.
(6) “Voluntary decision to wind up” means the determination to wind up a domestic entity made by the domestic entity or the owners, members, or governing authority of the domestic entity in the manner specified by:
(A) the title of this code governing the domestic entity; or
(B) if applicable to the domestic entity, § 11.057(a) or (b) or 11.058(a).
(7) “Voluntary winding up” means winding up as a result of a voluntary decision to wind up.
(8) “Winding up” means the process of winding up the business and affairs of a domestic entity as a result of the occurrence of an event requiring winding up.