{"data":{"id":"us-tx/tex.-business-organizations-code-21.502","jurisdiction":"us-tx","citation":"Tex. Business Organizations Code § 21.502","heading":"CERTAIN PROCEDURES RELATING TO WINDING UP.","body":"To approve a voluntary winding up, a reinstatement, a cancellation of an event requiring winding up, or a revocation of a voluntary decision to wind up, a corporation must follow one of the following procedures:\n(1) all shareholders of the corporation must consent in writing to the winding up, the reinstatement, the cancellation of an event requiring winding up, or the revocation of a voluntary decision to wind up the corporation;\n(2) if the corporation has not commenced business and has not issued any shares, a majority of the organizers or the board of directors of the corporation must adopt a resolution to wind up, to reinstate, to cancel an event requiring winding up, or to revoke a voluntary decision to wind up; or\n(3)(A) the board of directors of the corporation must adopt a resolution:\n(i) recommending the winding up, reinstatement, cancellation of an event requiring winding up, or revocation of a voluntary decision to wind up the corporation; and\n(ii) directing that the winding up, reinstatement, cancellation of an event requiring winding up, or revocation of a voluntary decision to wind up the corporation be submitted to the shareholders for approval at an annual or special meeting of shareholders; and\n(B) the shareholders must approve the action described by Paragraph (A) in accordance with Section 21.503.\nActs 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.","path":["BUSINESS ORGANIZATIONS CODE","TITLE 2. CORPORATIONS","CHAPTER 21. FOR-PROFIT CORPORATIONS","SUBCHAPTER K. WINDING UP AND TERMINATION"],"source_url":"https://statutes.capitol.texas.gov/Docs/BO/htm/BO.21.htm#21.502","current_through":"89th 2nd Called Legislative Session, 2025","vintage":"","retrieved_at":"2026-08-27T01:46:58Z","sha256":"6300d00fa20cbeb53aa9503e7bbf3dea38c657e41e375f3de7db08e8685cf297","source_id":"us-tx","stale":false,"prev":"us-tx/tex.-business-organizations-code-21.501","next":"us-tx/tex.-business-organizations-code-21.503"},"notice":"GroundRules: Original legal text. Not legal advice."}