Texas Laws - Business Organizations Code (pg. 94)
Sec. 11.413. Supplemental Provisions For Application Of Proceeds From Liquidation Of Nonprofit Corporation.

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Texas Laws | Business Organizations Code
BUSINESS ORGANIZATIONS CODE
TITLE 1. GENERAL PROVISIONS

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. ⁽³⁵⁸⁸⁾

Amended by: ⁽³⁵⁸⁹⁾

Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 69, eff. September 1, 2007. ⁽³⁵⁹⁰⁾

Sec. 11.413. SUPPLEMENTAL PROVISIONS FOR APPLICATION OF PROCEEDS FROM LIQUIDATION OF NONPROFIT CORPORATION. ⁽³⁵⁹¹⁾(Text)

(a) In proceedings under Section 11.405, the property of a nonprofit corporation or the proceeds resulting from a sale, conveyance, or other disposition of its property shall be applied to: ⁽³⁵⁹²⁾

(1) pay, satisfy, and discharge all costs and expenses of the court proceedings and all liabilities and obligations of the nonprofit corporation; or ⁽³⁵⁹³⁾

(2) make adequate provision for the payment, satisfaction, and discharge of the costs, expenses, liabilities, or obligations described by Subdivision (1). ⁽³⁵⁹⁴⁾

(b) Any property remaining after application is made under this section must be applied and distributed in the manner provided by Section 22.304. ⁽³⁵⁹⁵⁾

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. ⁽³⁵⁹⁶⁾

Sec. 11.414. FILING OF DECREE OF INVOLUNTARY TERMINATION AGAINST FILING ENTITY. ⁽³⁵⁹⁷⁾(Text)

(a) The clerk of a court that enters a decree terminating the existence of a filing entity under this subchapter shall file a certified copy of the decree in accordance with Chapter 4. ⁽³⁵⁹⁸⁾

(b) A fee may not be charged for the filing of a decree under this section. ⁽³⁵⁹⁹⁾

(c) Subject to Section 11.356, the existence of the filing entity ceases when the certified copy of the decree is filed in accordance with Chapter 4. ⁽³⁶⁰⁰⁾

Added by Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 42, eff. January 1, 2006. ⁽³⁶⁰¹⁾

CHAPTER 12. ADMINISTRATIVE POWERS ⁽³⁶⁰²⁾(Text)

SUBCHAPTER A. SECRETARY OF STATE ⁽³⁶⁰³⁾(Text)

Sec. 12.001. AUTHORITY OF SECRETARY OF STATE. ⁽³⁶⁰⁴⁾(Text)

(a) The secretary of state may adopt procedural rules for the filing of instruments, including the filing of instruments by electronic or other means, authorized to be filed with the secretary of state under this code. ⁽³⁶⁰⁵⁾

(b) The secretary of state has the power and authority reasonably necessary to enable the secretary to perform the duties imposed on the secretary under this code. ⁽³⁶⁰⁶⁾

(c) The secretary of state, on acceptance of the filing of an instrument authorized to be filed with the secretary of state under this code, may issue: ⁽³⁶⁰⁷⁾

(1) a certificate that evidences the filing of the instrument; ⁽³⁶⁰⁸⁾

(2) a letter that acknowledges the filing of the instrument; or ⁽³⁶⁰⁹⁾

(3) a certificate that evidences the filing of the instrument and a letter that acknowledges the filing of the instrument. ⁽³⁶¹⁰⁾

(d) This section and Sections 12.003 and 12.004 do not apply to a domestic real estate investment trust. ⁽³⁶¹¹⁾

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. ⁽³⁶¹²⁾

Amended by: ⁽³⁶¹³⁾

Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 26, eff. September 1, 2009. ⁽³⁶¹⁴⁾

Sec. 12.002. INTERROGATORIES BY SECRETARY OF STATE. ⁽³⁶¹⁵⁾(Text)

(a) As necessary and proper for the secretary of state to determine whether a filing entity or a foreign filing entity has complied with this code, the secretary of state may serve by mail interrogatories on the entity or a managerial official. ⁽³⁶¹⁶⁾

(b) An entity or individual to whom an interrogatory is sent by the secretary of state shall answer the interrogatory before the later of the 31st day after the date the interrogatory is mailed or a date set by the secretary of state. Each answer to an interrogatory must be complete, in writing, and under oath. An interrogatory directed to an individual shall be answered by the individual, and an interrogatory directed to an entity shall be answered by a managerial official. ⁽³⁶¹⁷⁾

(c) The secretary of state is not required to file any instrument to which an interrogatory relates until the interrogatory is answered as provided by this section and only if the instrument conforms to the requirements of this code. The secretary of state shall certify to the attorney general for action as the attorney general may consider appropriate an interrogatory and answer to the interrogatory that disclose a violation of this code. ⁽³⁶¹⁸⁾

(d) This section and Sections 12.003 and 12.004 do not apply to domestic real estate investment trusts. ⁽³⁶¹⁹⁾

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. ⁽³⁶²⁰⁾

Sec. 12.003. INFORMATION DISCLOSED BY INTERROGATORIES. ⁽³⁶²¹⁾(Text)

An interrogatory sent by the secretary of state and the answer to the interrogatory are subject to Chapter 552, Government Code. ⁽³⁶²²⁾

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. ⁽³⁶²³⁾

Sec. 12.004. APPEALS FROM SECRETARY OF STATE. ⁽³⁶²⁴⁾(Text)

(a) If the secretary of state does not approve the filing of a filing instrument, the secretary of state shall, before the 11th day after the date of the delivery of the filing instrument to the secretary of state, notify the person delivering the filing instrument of the disapproval and specifying each reason for the disapproval. The disapproval of a filing instrument by the secretary of state may be appealed only to a district court of Travis County by filing with the court clerk a petition, a copy of the filing instrument sought to be filed, and a copy of any written disapproval by the secretary of state of the filing instrument. The court shall try the appeal de novo and shall sustain the action of the secretary of state or direct the secretary to take any action the court considers to be proper. ⁽³⁶²⁵⁾

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