Texas Business Corporation Act - Article 10.03. Delayed Effectiveness Of Certain Filings
Legal Research Home >
Texas Laws > Business Corporation Act > Texas Business Corporation Act - Article 10.03. Delayed Effectiveness Of Certain Filings
Art. 10.03. Delayed Effectiveness of Certain Filings
A. The effectiveness of (i) the incorporation of a corporation
under this Act, (ii) an amendment to a corporation's articles of
incorporation, including an amendment effected pursuant to a
statement of resolution establishing a series of shares, (iii) the
restatement of articles of incorporation of a corporation, (iv) a
merger or share exchange, (v) a cancellation of redeemable or
reacquired shares or a reduction in stated capital, (vi) a
voluntary dissolution, (vii) the authorization or withdrawal of a
foreign corporation to transact business in this State, (viii) an
amendment to the certificate of authority of a foreign corporation,
(ix) a bylaw or agreement restricting the transfer of shares or
securities of a corporation pursuant to this Act, (x) a change in
registered office or registered agent, (xi) a change of address of a
registered agent (each such act or document being a "Permitted
Act"), or (xii) a conversion may be made effective as of a time and
date after the time and date otherwise provided in this Act or may
be made effective upon the occurrence of events or facts that may
occur in the future, which events or facts may include future acts
of any person or entity, if:
(1) the articles, statement, application, or other filing that is
required by this Act to be filed with the Secretary of State to make
effective such Permitted Act clearly and expressly set forth, in
addition to any other statement or information required to be set
forth therein, (i) the time and date on which such Permitted Act is
to become effective or (ii) if such Permitted Act is to become
effective upon the occurrence of events or facts that may occur in
the future, (a) the manner in which such events or facts shall
operate to cause such Permitted Act to become effective and (b) the
date of the 90th day after the date of the filing of such articles,
statement, application or other filing;
(2) in the case of a Permitted Act that is to become effective as of
a time or date after the time and date otherwise provided in this
Act, (i) such subsequent time and date is not more than 90 days
after the date of the filing of the articles, statement,
application, or other filing that is otherwise required by this Act
to be filed with the Secretary of State to make effective such
Permitted Act and (ii) the time on which the Permitted Act is to
become effective is not midnight or 12:00 p.m.; and
(3) in the case of a Permitted Act that is to be made effective upon
the occurrence of events or facts that may occur in the future,
other than the mere passage of time, a statement that all such
events or facts upon which the effectiveness of such Permitted Act
is conditioned have been satisfied or waived, and of the date on
which such condition was satisfied or waived, is filed with the
Secretary of State within 90 days of the date of the filing of the
articles, statement, application or other filing that is otherwise
required by this Act for such Permitted Act to become effective.
B. The statement required by Subsection 3 of Section A of this
Article shall be executed on behalf of each domestic or foreign
corporation or other entity that was required to execute the
articles, statement, application, or other filing that is otherwise
required by this Act to be filed with the Secretary of State to make
effective such Permitted Act by an officer or other duly authorized
representative, including an officer or duly authorized
representative of any successor domestic or foreign corporation or
other entity, and an original and a copy thereof shall be filed with
the Secretary of State. If the Secretary of State finds that such
statement conforms to the provisions of this Act, he shall:
(1) Endorse on the original and the copy the word "Filed" and the
month, day, and year of the filing thereof.
(2) File the original in his office.
(3) Return the copy to the filing party or its representative.
C. If any Permitted Act is to become effective as of a time or date
after the time and date otherwise provided in this Act for such
Permitted Act to become effective, notwithstanding any other
provision of this Act to the contrary, such Permitted Act shall
become, to the extent permitted by Section A of this Article,
effective as of such subsequent time and date, and any certificate
issued by the Secretary of State upon the filing of the articles,
statement, application or other filing that is otherwise required
by this Act for such Permitted Act to become effective shall
expressly set forth the time and date upon which such Permitted Act
is to become effective.
D. If any Permitted Act is to be made effective upon the occurrence
of events or facts that may occur in the future, other than the mere
passage of time, and the statement required by Subsection 3 of
Section A of this Article is filed with the Secretary of State
within the time prescribed therein, such Permitted Act shall become
effective as of the time and date on which the latest specified
event or fact shall have occurred or the time and date on which such
condition is otherwise satisfied or waived. Any certificate issued
or notation, acknowledgement or other statement made by the
Secretary of State upon the filing of the articles, statement,
application or other filing that is otherwise required by this Act
for such Permitted Act to become effective shall state that "The
effectiveness of the action to which this instrument relates is
conditioned upon the occurrence of certain facts or events
described in the filing to which this instrument relates" or shall
make reference in such manner as the Secretary of State shall
approve to the fact that the effectiveness of the action is so
conditioned. The time and date on which a condition to the
effectiveness of a Permitted Act is satisfied or waived as set forth
in a statement filed with the Secretary of State pursuant to
Subsection 3 of Section A of this Article shall be conclusively
regarded as the time and date on which such condition was satisfied
or waived for purposes of this Article.
E. If the effectiveness of any Permitted Act is conditioned upon the
occurrence of events or facts that may occur in the future, other
than the mere passage of time, and the statement required by
Subsection 3 of Section A of this Article is not filed with the
Secretary of State within the time prescribed therein, such
Permitted Act shall not become effective unless there is
subsequently filed with the Secretary of State the articles,
statement, application, or other filing required by this Act to be
filed with the Secretary of State to make effective such Permitted
Act.
Added by Acts 1991, 72nd Leg., ch. 901, Sec. 41, eff. Aug. 26, 1991.
Amended by Acts 1993, 73rd Leg., ch. 215, Sec. 2.21, eff. Sept. 1,
1993; Acts 1997, 75th Leg., ch. 375, Sec. 44, eff. Sept. 1, 1997.
Article: 9.12 9.13 9.14 9.15 9.16 10.01 10.02 10.03 11.01 11.02 12.01 12.02 12.03 12.11 12.12
Last modified: August 11, 2007
|
