1. (a) Subject to Subsections (c) and (d), a domestic entity to which an event requiring the winding up of the entity occurs as specified by Section 11.051(3) or (4) may cancel the event requiring winding up in the manner specified in the title of this code governing the domestic entity not later than the first anniversary of the date of the event requiring winding up or an earlier period prescribed by the title of this code governing the domestic entity.
2. (b) A domestic entity to which an event requiring winding up as specified in Section 11.051(1) occurs may cancel the event requiring winding up by amending its governing documents in the manner provided by this code, not later than the third anniversary of the date of the event requiring winding up or an earlier date prescribed by the title of this code governing the domestic entity, to extend the period of its duration. The expiration of the period of its duration does not by itself create a vested right on the part of an owner, member, or creditor of the entity to prevent the extension of its existence. An act undertaken or a contract entered into by a terminated entity during a period in which the entity could have extended its existence under this section is not invalidated by the expiration of the period of the entity's duration, regardless of whether the entity has taken any action to extend its existence.
3. (c) A domestic entity may not cancel an event requiring winding up specified in Section 11.051(3) and continue its business if the action is prohibited by the entity's governing documents or the title of this code governing the entity.

4. (d) A domestic entity may cancel an event requiring winding up specified in Section 11.051(4) and continue its business only if the action:

   1. (1) is not prohibited by the entity's governing documents; and
   2. (2) is expressly authorized by the title of this code governing the entity.
5. (e) On cancellation of an event requiring winding up under this section, the domestic entity may continue its business.

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