Texas Business Organizations Code 302.013 – Winding Up and Termination; Certificate of Termination
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(a) A professional association may wind up and terminate the association’s business as provided by:
(1) the association’s certificate of formation; or
(2) if the certificate of formation does not provide for the winding up and termination of the association, a two-thirds vote of the association’s members.
(b) Except as provided by Subsection (c), a certificate of termination filed in accordance with Chapter 11 must be executed by an officer of the professional association on behalf of the association.
Terms Used In Texas Business Organizations Code 302.013
- Association: means an entity governed as an association under Title 6 or 7. See Texas Business Organizations Code 1.002
- Business: means a trade, occupation, profession, or other commercial activity. See Texas Business Organizations Code 1.002
- Certificate of formation: means :
(A) the document required to be filed with the filing officer under Chapter 3 to form a filing entity; and
(B) if appropriate, a restated certificate of formation and all amendments of an original or restated certificate of formation. See Texas Business Organizations Code 1.002 - Officer: means an individual elected, appointed, or designated as an officer of an entity by the entity's governing authority or under the entity's governing documents. See Texas Business Organizations Code 1.002
(c) If a professional association does not have any living officer, the certificate of termination must be executed by the legal representative of the last surviving officer of the association.