Sec. 11.356. LIMITED SURVIVAL AFTER TERMINATION. (a) Notwithstanding the termination of a domestic filing entity under this code or the Tax Code, the terminated filing entity continues in existence until the third anniversary of the effective date of the entity's termination only for purposes of:
(1) prosecuting or defending in the terminated filing entity's name an action or proceeding brought by or against the terminated entity;
(2) permitting the survival of an existing claim by or against the terminated filing entity;
(3) holding title to and liquidating property that remained with the terminated filing entity at the time of termination or property that is collected by the terminated filing entity after termination;
(4) applying or distributing property, or its proceeds, as provided by Section 11.053; and
(5) settling affairs not completed before termination.
(b) A terminated filing entity may not continue its existence for the purpose of continuing the business or affairs for which the terminated filing entity was formed unless the terminated filing entity is reinstated under this code or the Tax Code.
(c) If an action on an existing claim by or against a terminated filing entity has been brought before the expiration of the three-year period after the date of the entity's termination and the claim was not extinguished under Section 11.359, the terminated filing entity continues to survive for purposes of:
(1) the action until all judgments, orders, and decrees have been fully executed; and
(2) the application or distribution of any property of the terminated filing entity as provided by Section 11.053 until the property has been applied or distributed.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 19, eff. September 1, 2023.
Notes of Decisions
Cited in
35
cases (
13 in the last 5 years), 2011–2026 · leading case:
Carter v. Harvey, 525 S.W.3d 420 (Tex. App.—Fort Worth 2017).
Carter v. Harvey, 525 S.W.3d 420 (Tex. App.—Fort Worth 2017).
· cites it 3× “Tex. Bus. Orgs. Code Ann. § 11.356 (a) (West 2012) (emphasis added); see id.”
Tami Donald v. Brian Rhone, 489 S.W.3d 584 (Tex. App.—Texarkana 2016).
· cites it 2× “See Tex. Bus. Orgs. Code Ann. § 11.356 (a), (c); see also Tana Oil & Gas, 104 S.”
Treeline 1 OCR, LLC v. Nassau Cnty. Indus. Dev. Agency, 82 A.D.3d 748 (N.Y. App. Div. 2d Dep't 2011).
“Moreover, the Texas Business Organizations Code, adopted in 2003, and effective January 1, 2006, expressly applies the general three-year survival provision contained therein to limited partnerships formed after January 1, 2006 (see Tex Bus Orgs Code §§ 11.356, 11.359; Bill…”
Steven K. Topletz v. Raygan Wadle, No. 05-21-00047-CV, 2023 WL 154878 (Tex. App.—Dallas Jan. 11, 2023).
· cites it 3× “See TEX. BUS. ORG. CODE § 11.356. Although the statute may deprive the Partnership of the legal right to assert its causes of action in court, the statute does not deprive the trial court of jurisdiction to decide those claims because such claims could be brought derivatively by…”
Cleartrac, LLC v. Lanrick Contractors, LLC, 391 So. 3d 1 (La. Ct. App. 2024).
· cites it 3× “359,[°] the terminated filing entity continues to survive for purposes of: 4 Because Cleartrac was a Texas limited liability company, we apply Texas law, specifically Tex.”
Two Wheels Props., LLC., No. 20-35372 (Bankr. S.D. Tex. Dec. 30, 2020).
· cites it 3× “24 As pointed out by the United States Trustee in its responsive brief, distinguishing be- tween chapter 7 and chapter 11, subchapter V relief is important because of the provisions of sections 11.”
Gill v. Grewal, No. 4:14-cv-02502, 2020 WL 3171360 (S.D. Tex. June 15, 2020).
· cites it 2× “” TEx. BUS. ORG. CODE § 11.356(a)(1). Healthema was terminated on November 27, 2019, and under Texas law, it remains in existence for the purposes specified in Texas Business Organizations Code § 11.”
Tex. Bus. Orgs. Code § 11.356(a): 8 cases
Tex. Bus. Orgs. Code § 11.356(a)(1): 7 cases
Gill v. Grewal, No. 4:14-cv-02502, 2020 WL 3171360 (S.D. Tex. June 15, 2020).
“” TEx. BUS. ORG. CODE § 11.356(a)(1). Healthema was terminated on November 27, 2019, and under Texas law, it remains in existence for the purposes specified in Texas Business Organizations Code § 11.”
Steven K. Topletz v. Raygan Wadle, No. 05-21-00047-CV, 2023 WL 154878 (Tex. App.—Dallas Jan. 11, 2023).
“See TEX. BUS. ORG. CODE § 11.356. Although the statute may deprive the Partnership of the legal right to assert its causes of action in court, the statute does not deprive the trial court of jurisdiction to decide those claims because such claims could be brought derivatively by…”
Cleartrac, LLC v. Lanrick Contractors, LLC, 391 So. 3d 1 (La. Ct. App. 2024).
“359,[°] the terminated filing entity continues to survive for purposes of: 4 Because Cleartrac was a Texas limited liability company, we apply Texas law, specifically Tex.”
Tex. Bus. Orgs. Code § 11.356(b): 2 cases
Two Wheels Props., LLC., No. 20-35372 (Bankr. S.D. Tex. Dec. 30, 2020).
“24 As pointed out by the United States Trustee in its responsive brief, distinguishing be- tween chapter 7 and chapter 11, subchapter V relief is important because of the provisions of sections 11.”
Tex. Bus. Orgs. Code § 11.356(c)(1): 2 cases
Cleartrac, LLC v. Lanrick Contractors, LLC, 391 So. 3d 1 (La. Ct. App. 2024).
“359,[°] the terminated filing entity continues to survive for purposes of: 4 Because Cleartrac was a Texas limited liability company, we apply Texas law, specifically Tex.”
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