Texas Codes
Tex. Bus. Orgs. Code § 11.314 (2026)
Involuntary Winding Up And Termination Of Partnership Or Limited Liability Company
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Sec. 11.314. INVOLUNTARY WINDING UP AND TERMINATION OF PARTNERSHIP OR LIMITED LIABILITY COMPANY. A district court in the county in which the registered office or principal place of business in this state of a domestic partnership or limited liability company is located has jurisdiction to order the winding up and termination of the domestic partnership or limited liability company on application by an owner of the partnership or limited liability company if the court determines that:
(1) the economic purpose of the entity is likely to be unreasonably frustrated;
(2) another owner has engaged in conduct relating to the entity's business that makes it not reasonably practicable to carry on the business with that owner; or
(3) it is not reasonably practicable to carry on the entity's business in conformity with its governing documents.
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. 25, eff. September 1, 2009.
Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 7, eff. September 1, 2017.
Notes of Decisions
Cited in 15
cases (7 in the last 5 years), 2015–2025 · leading case: Albert G. Hill, III v. Albert G. Hill, Jr., 460 S.W.3d 751 (Tex. App.—Dallas 2015).
Albert G. Hill, III v. Albert G. Hill, Jr., 460 S.W.3d 751 (Tex. App.—Dallas 2015). “Tex. Bus. Orgs. Code Ann. § 11.314 (West 2012).”
Boschetti v. Pac. Bay Invs. Inc., 32 Cal. App. 5th 1059 (Cal. Ct. App. 2019). “(See Tex. Bus. Orgs. Code Ann., §§ 11.314, 153.”
Daniel v. Travis & Travis Bros. Bldg. Automation Texas, LLC v. Tommy Travis, No. 09-20-00116-CV (Tex. App.—Beaumont Apr. 21, 2022). “See Tex. Bus. Orgs. Code Ann. § 11.314 . Tommy also requested the court appoint someone to wind up the Company pursuant to section 11.”
Kasey Holdridge Robert A. Lyons, P.A. v. Wallace Ryne, O.D., P.C., No. 02-23-00420-CV (Tex. App.—Fort Worth July 18, 2024). “” Tex. Bus. Orgs. Code Ann. § 11.314 ; see Rev.”
Troy Tucker v. Raymond Bubak, No. 13-18-00427-CV (Tex. App.—Corpus Christi June 20, 2019). “TEX. BUS. ORGS. CODE ANN. § 11.314. Additionally, upon application by an owner or member of a domestic entity, 9 and subject to other provisions of the business organizations code, a court may: “(1) supervise the winding up of [a] domestic entity; (2) appoint a person to carry…”
Adnan Khalid Jafar v. Beaches & Beaches, Inc., No. 01-22-00412-CV (Tex. App.—Houston [1st Dist.] June 25, 2024). “” TEX. BUS. ORGS. CODE § 11.314(2). B. Analysis Jafar is correct that under the Texas Property Code, “[a] joint owner or claimant of real property or an interest in real property .”
Sandra Saks v. Broadway Coffeehouse LLC, No. 04-14-00734-CV (Tex. App.—San Antonio Oct. 28, 2015). “TEX. BUS. ORGS. CODE ANN. § 11.314(1)(A) (West 2012).”
In re Barbara Petrohan, No. 13-16-00507-CV (Tex. App.—Corpus Christi Dec. 15, 2016). “See TEX. BUS. ORGS. CODE ANN. § 11.314 (West, Westlaw through 2015 R.”
Michael Grishman v. Roger Sims, No. 05-17-01057-CV (Tex. App.—Dallas July 30, 2018). “See TEX. BUS. ORGS. CODE ANN. § 11.314 (West.”
Shannon Med. Ctr. v. Triad Holdings III, L.L.C., 601 S.W.3d 904 (Tex. App.—Houston [14th Dist.] 2019). “LAWS 267, 400–01 (amended 2009 & 2017; now codified at TEX. BUS. ORGS. CODE ANN. § 11.314(3)). 18 stock agreement provided that the election of a new trustee would not be complete unless a certificate of acknowledgment was signed by the two remaining trustees and the new trustee…”
Robin Rouse v. Thomas Campbell, No. 09-21-00023-CV (Tex. App.—Beaumont Dec. 22, 2022). “Tex. Bus. Orgs. Code Ann. § 11.314 . The arbitrator found the Claimants (Thomas and Christy) had met their burden of proof on all three statutory requirements and 6 Citing Article 6.”
In re Bruce L. Jamison v. the State of Texas, No. 09-21-00223-CV (Tex. App.—Beaumont Oct. 24, 2024). “See Tex. Bus. Org. Code Ann. § 11.314 (1)-(2).”
Tex. Bus. Orgs. Code § 11.314(1): 1 case
Troy Tucker v. Raymond Bubak, No. 13-18-00427-CV (Tex. App.—Corpus Christi June 20, 2019). “TEX. BUS. ORGS. CODE ANN. § 11.314. Additionally, upon application by an owner or member of a domestic entity, 9 and subject to other provisions of the business organizations code, a court may: “(1) supervise the winding up of [a] domestic entity; (2) appoint a person to carry…”
Tex. Bus. Orgs. Code § 11.314(1)(A): 1 case
Sandra Saks v. Broadway Coffeehouse LLC, No. 04-14-00734-CV (Tex. App.—San Antonio Oct. 28, 2015). “TEX. BUS. ORGS. CODE ANN. § 11.314(1)(A) (West 2012).”
Tex. Bus. Orgs. Code § 11.314(1)(B): 1 case
Sandra Saks v. Broadway Coffeehouse LLC, No. 04-14-00734-CV (Tex. App.—San Antonio Oct. 28, 2015). “TEX. BUS. ORGS. CODE ANN. § 11.314(1)(A) (West 2012).”
Tex. Bus. Orgs. Code § 11.314(2): 1 case
Adnan Khalid Jafar v. Beaches & Beaches, Inc., No. 01-22-00412-CV (Tex. App.—Houston [1st Dist.] June 25, 2024). “” TEX. BUS. ORGS. CODE § 11.314(2). B. Analysis Jafar is correct that under the Texas Property Code, “[a] joint owner or claimant of real property or an interest in real property .”
Tex. Bus. Orgs. Code § 11.314(3): 1 case
Shannon Med. Ctr. v. Triad Holdings III, L.L.C., 601 S.W.3d 904 (Tex. App.—Houston [14th Dist.] 2019). “LAWS 267, 400–01 (amended 2009 & 2017; now codified at TEX. BUS. ORGS. CODE ANN. § 11.314(3)). 18 stock agreement provided that the election of a new trustee would not be complete unless a certificate of acknowledgment was signed by the two remaining trustees and the new trustee…”
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