Business Organizations Code § 11.357

Sec. 11.357. GOVERNING PERSONS OF ENTITY DURING LIMITED SURVIVAL. (a) Subject to the provisions of the title governing the terminated filing entity, during the three-year period that a terminated filing entity's existence is continued under Section 11.356, the governing persons of the terminated filing entity serving at the time of termination shall continue to manage the affairs of the terminated filing entity for the limited purposes specified by Section 11.356 and have the powers necessary to accomplish those purposes. The number of governing persons: (1) may be reduced because of the death of a governing person; and (2) may include successors to governing persons chosen by the other governing persons. (b) In exercising powers prescribed under Subsection (a), a governing person: (1) has the same duties to the terminated filing entity that the person had immediately before the termination; and (2) is liable to the terminated filing entity for the person's actions taken after the entity's termination to the same extent that the person would have been liable had the person taken those actions before the termination. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.