Texas Business Corporation Act - Article 3.03. Filing Of Articles Of Incorporation

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Art. 3.03. Filing of Articles of Incorporation                                

A. Except as provided by Section C of this Article, the original and 
a copy of the articles of incorporation shall be delivered to the 
Secretary of State.  If the Secretary of State finds that the 
articles of incorporation conform to law, he shall, when all fees 
have been paid as required by law:

(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) Issue a certificate of incorporation to which he shall affix the 
copy.  

B. The certificate of incorporation, together with the copy of the 
articles of incorporation affixed thereto by the Secretary of 
State, shall be delivered to the incorporators or their 
representatives.

C. In the case of a new domestic corporation being incorporated 
pursuant to a plan of conversion or a plan of merger pursuant to 
Part Five of this Act, the articles of incorporation of the 
corporation shall be filed with the Secretary of State with the 
articles of conversion or merger and need not be filed separately 
pursuant to Section A of this Article.  If the Secretary of State 
finds that the articles of incorporation conform to the law, he 
shall file the articles of incorporation in his office and issue a 
certificate of incorporation, to which he shall affix a copy of the 
articles of incorporation, and deliver the same to the party or 
parties filing the articles of conversion or merger, or their 
representatives, with the certificate of conversion or merger that 
is issued in connection with the conversion or merger.  In the case 
of a conversion or a merger, the certificate of incorporation of a 
domestic corporation that is a converted entity or that is to be 
created pursuant to the plan of merger shall become effective on the 
effectiveness of the conversion or the merger, as the case may be.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1979, p. 224, ch. 120, Sec. 28, eff. May 9, 1979;  Acts 1997, 
75th Leg., ch. 375, Sec. 18, eff. Sept. 1, 1997.

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Last modified: August 10, 2007