Texas Codes

Tex. Bus. Orgs. Code § 11.101 (2026)

Certificate Of Termination For Filing Entity

✓ current as of May 2026

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Sec. 11.101. CERTIFICATE OF TERMINATION FOR FILING ENTITY. (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.

(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.

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. 22, eff. September 1, 2009.

Notes of Decisions

Cited in 7 cases, 2009–2020 · leading case: In Re Readyone Indus., Inc., 294 S.W.3d 764 (Tex. App. 2009).

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In Re Readyone Indus., Inc., 294 S.W.3d 764 (Tex. App. 2009). “Tex. Bus.Org.Code Ann. § 11.101. So, the corporate entity does not cease to exist until the termination is filed.”

Tho Q. Pham v. Jason Bryan Carrier, Stephen Bradley Womack, Michael Chadwick Pickelsimer AKA Michael Chadwick Womack, HMP Partners Mgmt. Inc. & Carmack Props., LLC (Tex. App. 2017). “2 See TEX. BUS. ORGS. CODE ANN. § 11.101 (West 2015).”

Joseph B. Roe, Jr. v. Mike McQuitty, David Decker, & C. Boyd Finch (Tex. App. 2019). “1 See TEX. BUS. ORGS. CODE ANN. § 11.101 (West 2012); see also id.”

Abrhim Enshikar v. Ahmad Zaid & Mazen Jumaa (Tex. App. 2020). “Tex. Bus. Orgs. Code Ann. §§ 11.101 , .102; see id.”

Zeroclick, LLC v. Apple Inc. (N.D. Cal. 2020). “of winding up shall apply and 20 distribute its property to discharge, or make adequate provision for the discharge of, all of the 21 domestic entity’s liabilities and obligations,” and, after that is done, the “entity shall distribute the 22 remainder of its property, in cash…”

in Re: ReadyOne Indus., Inc. & Amalia Lopez (Tex. App. 2009). “Tex.Bus.Org.Code Ann. § 11.101. So, the corporate entity does not cease to exist until the termination is filed.”

James Hansen v. Lonnie Roach & Bemis, Roach & Reed (Tex. App. 2015). “302 30 TEX. BUS. ORG. CODE §11.001 31 TEX. BUS. ORG.”

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