Sec. 171.255. LIABILITY OF DIRECTOR AND OFFICERS. (a) If the corporate privileges of a corporation are forfeited for the failure to file a report or pay a tax or penalty, each director or officer of the corporation is liable for each debt of the corporation that is created or incurred in this state after the date on which the report, tax, or penalty is due and before the corporate privileges are revived. The liability includes liability for any tax or penalty imposed by this chapter on the corporation that becomes due and payable after the date of the forfeiture.
(b) The liability of a director or officer is in the same manner and to the same extent as if the director or officer were a partner and the corporation were a partnership.
(c) A director or officer is not liable for a debt of the corporation if the director or officer shows that the debt was created or incurred:
(1) over the director's objection; or
(2) without the director's knowledge and that the exercise of reasonable diligence to become acquainted with the affairs of the corporation would not have revealed the intention to create the debt.
(d) If a corporation's charter or certificate of authority and its corporate privileges are forfeited and revived under this chapter, the liability under this section of a director or officer of the corporation is not affected by the revival of the charter or certificate and the corporate privileges.
Acts 1981, 67th Leg., p. 1704, ch. 389, Sec. 1, eff. Jan. 1, 1982.
Notes of Decisions
Robert Hovel & Tania Hovel v. Gal Batzri, 490 S.W.3d 132 (Tex. App. 2016).
· cites it 20× “(“7677”), should be held liable to appellants Robert and Tania Hovel for the torts of negligent misrepresentation and fraud committed against them by 7677 that were reduced to a liquidated judgment debt against the corporation after it forfeited its corporate charter.”
Williams v. Adams, 74 S.W.3d 437 (Tex. App. 2002).
· cites it 7× “After entry of the judgment, the plaintiff brought another suit seeking to hold Robert and June Williams personally liable for the judgment, because of their status as corporate officers pursuant to Texas Tax Code section 171.255. See Tex. Tax Code Ann.”
Jonnet v. State, 877 S.W.2d 520 (Tex. App. 1994).
· cites it 9× “The present suit was brought pursuant to Tex.Tax Code Ann. § 171.255 (West 1992) (hereinafter "Tax Code"), to collect the penalty from the Jonnets individually.”
Greene v. State, 324 S.W.3d 276 (Tex. App. 2010).
· cites it 4× “See Tex. Tax Code Ann. § 171.255 (West 2008).”
Davis v. State, 846 S.W.2d 564 (Tex. App. 1993).
· cites it 5× “The State sought to hold Davis individually liable for the franchise debt alleging, alternatively: (1) that the corporation was Davis’ alter ego; (2) that Davis operated the corporation as a sham to perpetrate a fraud on its creditors; and (3) that Davis, as an officer and…”
Cain v. State, 882 S.W.2d 515 (Tex. App. 1994).
· cites it 4× “Tex.Tax Code Ann. § 171.255(a) (West 1992) (emphasis added).”
Francie Willis v. Bpmt, Llc, 471 S.W.3d 27 (Tex. App. 2015).
· cites it 5× “Her motion for judgment notwithstanding the verdict was denied by order of the trial court; the motions to modify judgment and for new trial were denied by operation of law. This appeal followed. Analysis Willis brings two issues on appeal.”
— Tex. Tax Code § 171.255(a) — 27 cases
Jonnet v. State, 877 S.W.2d 520 (Tex. App. 1994).
“The present suit was brought pursuant to Tex.Tax Code Ann. § 171.255 (West 1992) (hereinafter "Tax Code"), to collect the penalty from the Jonnets individually.”
Cain v. State, 882 S.W.2d 515 (Tex. App. 1994).
“Tex.Tax Code Ann. § 171.255(a) (West 1992) (emphasis added).”
Robert Hovel & Tania Hovel v. Gal Batzri, 490 S.W.3d 132 (Tex. App. 2016).
“(“7677”), should be held liable to appellants Robert and Tania Hovel for the torts of negligent misrepresentation and fraud committed against them by 7677 that were reduced to a liquidated judgment debt against the corporation after it forfeited its corporate charter.”
Francie Willis v. Bpmt, Llc, 471 S.W.3d 27 (Tex. App. 2015).
“Her motion for judgment notwithstanding the verdict was denied by order of the trial court; the motions to modify judgment and for new trial were denied by operation of law. This appeal followed. Analysis Willis brings two issues on appeal.”
— Tex. Tax Code § 171.255(b) — 3 cases
Robert Hovel & Tania Hovel v. Gal Batzri, 490 S.W.3d 132 (Tex. App. 2016).
“(“7677”), should be held liable to appellants Robert and Tania Hovel for the torts of negligent misrepresentation and fraud committed against them by 7677 that were reduced to a liquidated judgment debt against the corporation after it forfeited its corporate charter.”
— Tex. Tax Code § 171.255(c) — 5 cases
Robert Hovel & Tania Hovel v. Gal Batzri, 490 S.W.3d 132 (Tex. App. 2016).
“(“7677”), should be held liable to appellants Robert and Tania Hovel for the torts of negligent misrepresentation and fraud committed against them by 7677 that were reduced to a liquidated judgment debt against the corporation after it forfeited its corporate charter.”
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