Texas Business Organizations Code 11.101 – Certificate of Termination for Filing Entity
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(a) On completion of the winding up process under Subchapter B, a filing entity must file a certificate of termination in accordance with Chapter 4.
(b) A certificate from the comptroller that all taxes administered by the comptroller under Title 2, Tax Code, have been paid must be filed with the certificate of termination if the filing entity is a taxable entity under Chapter 171, Tax Code, other than a nonprofit corporation.
Terms Used In Texas Business Organizations Code 11.101
- Comptroller: means the state comptroller of public accounts. See Texas Government Code 312.011
- 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
- Real estate investment trust: means an entity governed as a real estate investment trust under Title 5. See Texas Business Organizations Code 1.002
- Secretary: means the:
(A) individual designated as secretary of an entity under the entity's governing documents; or
(B) officer or committee of persons authorized to perform the functions of secretary of an entity without regard to the designated name of the officer or committee. See Texas Business Organizations Code 1.002
(c) The certificate of termination must contain:
(1) the name of the filing entity;
(2) the name and address of each of the filing entity’s governing persons;
(3) the entity’s file number assigned by the secretary of state, unless the entity is a real estate investment trust;
(4) the nature of the event requiring winding up;
(5) a statement that the filing entity has complied with the provisions of this code governing its winding up; and
(6) any other information required by this code to be included in the certificate of termination for the filing entity.