7 Tex. Admin. Code § 139.6
The distribution to security holders of record at the time of the corporation's dissolution or liquidation of securities held by the liquidating trustee shall be exempt from the securities registration and dealer registration requirements of the Act. The distribution of such securities, as part of their pro rata share of assets, to the security holders of record shall be exempt, provided that either articles of dissolution of the dissolving corporation have been or will be filed pursuant to a plan of complete liquidation or dissolution approved by the shareholders or a court of competent jurisdiction orders the dissolution and no security holder is obligated to pay or give any consideration other than the surrender of his shares of the dissolved corporation.
7 Tex. Admin. Code § 139.6