Practice Area

Business Deadlock & Forced Dissolution

Texas State Court · BOC § 11.314

Situation — How This Comes Up

My business partner and I are completely deadlocked and I want to know if I can force a buyout or dissolution.

What You Need to Know First

Texas law allows a court to dissolve a closely held entity when the owners are deadlocked and the deadlock is causing irreparable harm. But dissolution is a last resort — buyout remedies are usually available first.

Full Analysis

Texas Business Organizations Code Section 11.314 permits judicial dissolution of an LLC when members are deadlocked and cannot break the tie. Courts also have authority to order a buyout as an alternative to winding up.

Facing This Issue Right Now?

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