Texas Business Corporation Act - Article 3.02. Articles Of Incorporation

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Art. 3.02. Articles of Incorporation                                          

A. The articles of incorporation shall set forth:                             

(1) The name of the corporation;                                              

(2) The period of duration, which may be perpetual;                           

(3) The purpose or purposes for which the corporation is organized 
which may be stated to be, or to include, the transaction of any or 
all lawful business for which corporations may be incorporated 
under this Act;

(4) The aggregate number of shares which the corporation shall have 
authority to issue;  if such shares are to consist of one class 
only, the par value of each of such shares, or a statement that all 
of such shares are without par value;  or, if such shares are to be 
divided into classes, the number of shares of each class, and a 
statement of the par value of the shares of each class or that such 
shares are to be without par value;

(5) If the shares are to be divided into classes, the designation of 
each class and statement of the preferences, limitations, and 
relative rights in respect of the shares of each class;

(6) If the corporation is to issue the shares of any class in 
series, then the designation of each series and a statement of the 
variations in the preferences, limitations and relative rights as 
between series insofar as the same are to be fixed in the articles 
of incorporation, and a statement of any authority to be vested in 
the board of directors to establish series and fix and determine the 
preferences, limitations and relative rights of each series;

(7) Any provision limiting or denying to shareholders the 
preemptive right to acquire additional or treasury shares of the 
corporation;

(8) If a corporation elects to become a close corporation in 
conformance with Part Twelve of this Act, any provision (a) 
required or permitted by this Act to be stated in the articles of 
incorporation of a close corporation, but not in the articles of 
incorporation of an ordinary corporation, (b) contained or 
permitted to be contained in a shareholders' agreement in 
conformance with Part Twelve of this Act which the incorporators 
elect to set forth in articles of incorporation, or (c) that makes a 
shareholders' agreement in conformance with Part Twelve of this Act 
part of the articles of incorporation of a close corporation in the 
manner prescribed in Section F, Article 2.22 of this Act, but any 
such provision, other than the statement required by Section A, 
Article 12.11 of this Act, shall be preceded by a statement that the 
provision shall be subject to the corporation remaining a close 
corporation in conformance with Part Twelve of this Act;

(9) Any provision, not inconsistent with law, including any 
provision which under this Act is required or permitted to be set 
forth in the bylaws or which is permitted to be included pursuant to 
Article 2.30-1 of this Act, providing for the regulation of the 
internal affairs of the corporation;

(10) The street address of its initial registered office and the 
name of its initial registered agent at such address;

(11) Subject to Article 2.30-1 of this Act, the number of directors 
constituting the initial board of directors and the names and 
addresses of the person or persons who are to serve as directors 
until the first annual meeting of shareholders or until their 
successors be elected and qualify, or, in the case of a close 
corporation that, in conformance with Part Twelve of this Act, is to 
be managed in some other manner pursuant to a shareholders' 
agreement by the shareholders or by the persons empowered by the 
agreement to manage its business and affairs, the names and 
addresses of the person or persons who, pursuant to the 
shareholders' agreement, will perform the functions of the initial 
board of directors provided for by this Act;

(12) The name and address of each incorporator, unless the 
corporation is being incorporated pursuant to a plan of conversion 
or a plan of merger, in which case the articles need not include 
such information;  and

(13) If the corporation is being incorporated pursuant to a plan of 
conversion or a plan of merger, a statement to that effect, and in 
the case of a plan of conversion, the name, address, date of 
formation, and prior form of organization and jurisdiction of 
incorporation or organization of the converting entity.

B. It shall not be necessary to set forth in the articles of 
incorporation any of the corporate powers enumerated in this Act.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1957, 55th Leg., p. 111, ch. 54, Sec. 5;  Acts 1973, 63rd Leg., 
p. 1503, ch. 545, Sec. 27, eff. Aug. 27, 1973;  Acts 1975, 64th Leg., 
p. 315, ch. 134, Sec. 12, eff. Sept. 1, 1975;  Acts 1981, 67th Leg., 
p. 3114, ch. 818, Sec. 5, eff. Aug. 31, 1981;  Acts 1987, 70th Leg., 
ch. 93, Sec. 19, eff. Aug. 31, 1987;  Acts 1991, 72nd Leg., ch. 901, 
Sec. 19, eff. Aug. 26, 1991;  Acts 1997, 75th Leg., ch. 375, Sec. 17, 
eff. Sept. 1, 1997.

Sec. A amended by Acts 2003, 78th Leg., ch. 238, Sec. 20, eff. Sept. 
1, 2003.

Last modified: August 10, 2007