Texas Business Organizations Code 11.202 – Procedures for Reinstatement
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(a) To the extent applicable, a terminated entity, to be reinstated, must complete the requirements of this section.
(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.
Terms Used In Texas Business Organizations Code 11.202
- Comptroller: means the state comptroller of public accounts. See Texas Government Code 312.011
- 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
- Filing officer: means :
(A) with respect to an entity other than a domestic real estate investment trust, the secretary of state; or
(B) with respect to a domestic real estate investment trust, the county clerk of the county in which the real estate investment trust's principal office is located in this state. See Texas Business Organizations Code 1.002 - Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
(c) After approval of the reinstatement of a filing entity that was terminated, 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.