Tex. Codes » Business Organizations Code · TITLE 1. GENERAL PROVISIONS · CHAPTER 11. WINDING UP AND TERMINATION OF DOMESTIC ENTITY
Texas Codes

Tex. Bus. Orgs. Code § 11.359 (2026)

Extinguishment Of Existing Claim

✓ current as of May 2026
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Sec. 11.359. EXTINGUISHMENT OF EXISTING CLAIM. (a) Except as provided by Subsection (b), an existing claim by or against a terminated filing entity is extinguished unless an action or proceeding is brought on the claim not later than the third anniversary of the date of termination of the entity.

(b) A person's claim against a terminated filing entity may be extinguished before the period prescribed by Subsection (a) if the person is notified under Section 11.358(a) that the claim will be resolved under Section 11.358 and the person:

(1) fails to properly present the claim in writing under Sections 11.358(c) and (d); or

(2) fails to bring an action on a claim rejected under Section 11.358(e) before:

(A) the 180th day after the date the notice rejecting the claim was mailed to the person; and

(B) the third anniversary of the effective date of the entity's termination.

(c) Notwithstanding Subsections (a) and (b), the extinguishment of an existing claim with respect to a terminated filing entity as provided by this section is nullified if:

(1) the filing entity's termination is revoked with retroactive effect under Section 11.153;

(2) the terminated filing entity is reinstated with retroactive effect as provided by Section 11.206;

(3) the terminated filing entity is reinstated with retroactive effect as provided by Section 11.253(d);

(4) the terminated filing entity's certificate of formation is reinstated under the Tax Code with retroactive effect as provided by Section 11.254;

(5) the terminated filing entity's certificate of formation is reinstated under Chapter 22 with retroactive effect as provided by Section 11.255(a); or

(6) the terminated filing entity's certificate of formation is reinstated under Chapter 153 with retroactive effect as provided by Section 11.255(b).

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Amended by:

Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 20, eff. September 1, 2021.

Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 20, eff. September 1, 2023.

SUBCHAPTER I. RECEIVERSHIP


Notes of Decisions
Cited in 7 cases (2 in the last 5 years), 2011–2024 · leading case: Armour Pipe Line Co. v. Sandel Energy, Inc., 546 S.W.3d 455 (Tex. App. 2018).
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Armour Pipe Line Co. v. Sandel Energy, Inc., 546 S.W.3d 455 (Tex. App. 2018). · cites it 4× “Armour asserts that because the trial court did not specify the grounds on which it granted summary judgment, this court must determine if any ground advanced in the First Motion is meritorious.”
Treeline 1 OCR, LLC v. Nassau Cnty. Indus. Dev. Agency, 82 A.D.3d 748 (N.Y. App. Div. 2011). “is brought on the claim not later than the third anniversary of the date of termination of the entity” (Tex Bus Orgs Code Ann § 11.359 [a]; see Tex Bus Orgs Code Ann § 1.”
Lord, Lewis & Coleman, LLC v. Bellaco, LLC, Box Creek Timber, LLC, & John D. Renfro (Tex. App. 2019). · cites it 3× “A terminated entity is defined as a domestic entity the existence of which has been terminated in a manner authorized or required by the TBOC, unless the entity has been reinstated in the manner provided by the TBOC; or forfeited pursuant to the Tax Code, unless the forfeiture…”
William Scott Taylor WPEM, LLC & W2W, LLC v. Hunton Andrews Kurth, LLP, F/K/A Andrews & Kurth, LLP Douglas Rommelmann & Brett Cooke (Tex. App. 2023). · cites it 3× “) (citing Tex. Bus. Orgs. Code Ann. § 11.359 (a)); Armes v.”
J&J Sports Prods., Inc. v. Los Taquitos Bar & Grill LLC (S.D. Tex. 2019). · cites it 2× “27 Tex. Bus. Orgs. Code § 11.001(3)(A)–(B). 28 Id.”
Sharon Brooks, Individually & as Adm'x of the Est. of Ann C. Brooks v. Dale A. Binger, Jr., Joseph Hunter, Bill Watkins, & Marsha Watkins (Tex. App. 2019). “Laws 3161 , 3188 (current version at Tex. Bus. Orgs. Code Ann. § 11.359 ). The trial court’s purported adjudication of claims by B2 Towing in a lawsuit commenced more than 26 years after B2 Towing’s dissolution amounted to a nullity, and B2 Towing is not an appellant in this…”
Texas Mut. Ins. Co. v. SITUS Trucking, LLC (W.D. Tex. 2024). “TEX. BUS ORGS. CODE § 11.359(a); Dkt. 50 at 16.”
Tex. Bus. Orgs. Code § 11.359(a): 4 cases
Armour Pipe Line Co. v. Sandel Energy, Inc., 546 S.W.3d 455 (Tex. App. 2018). “Armour asserts that because the trial court did not specify the grounds on which it granted summary judgment, this court must determine if any ground advanced in the First Motion is meritorious.”
Lord, Lewis & Coleman, LLC v. Bellaco, LLC, Box Creek Timber, LLC, & John D. Renfro (Tex. App. 2019). “A terminated entity is defined as a domestic entity the existence of which has been terminated in a manner authorized or required by the TBOC, unless the entity has been reinstated in the manner provided by the TBOC; or forfeited pursuant to the Tax Code, unless the forfeiture…”
William Scott Taylor WPEM, LLC & W2W, LLC v. Hunton Andrews Kurth, LLP, F/K/A Andrews & Kurth, LLP Douglas Rommelmann & Brett Cooke (Tex. App. 2023). “) (citing Tex. Bus. Orgs. Code Ann. § 11.359 (a)); Armes v.”
Texas Mut. Ins. Co. v. SITUS Trucking, LLC (W.D. Tex. 2024). “TEX. BUS ORGS. CODE § 11.359(a); Dkt. 50 at 16.”
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