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State Law
Federal Law
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Texas Business Corporation Act - Part 2Legal Research Home > Texas Lawyer > Business Corporation Act > Texas Business Corporation Act - Part 2 A. Except as hereinafter in this Article excluded herefrom, corporations for profit may be organized under this Act for any lawful purpose or purposes. ... A. Subject to the provisions of Sections B and C of this Article, each corporation shall have power: (1) To have perpetual succession ... A. In this article: (1) "Corporation" includes any domestic or foreign predecessor entity of ... A. Lack of capacity of a corporation shall never be made the basis of any claim or defense at law or ... A. The Corporate name shall conform to the following requirements: (1) It shall contain the word "corporation," "company," or ... A. The exclusive right to the use of a corporate name may be reserved by: (1) Any person intending to organize a corporation ... A. Any corporation organized for the purpose of operating a bank, trust company, building and loan association or company, insurance company currently holding ... A. A corporation which has in effect a registration of its corporate name may renew such registration from year to year ... A. Each corporation shall have and continuously maintain in this State: (1) A registered office which may be, but need ... A. A corporation may change its registered office or change its registered agent, or both, upon filing in ... A. The location of the registered office in Texas for a corporation, domestic or foreign, may be changed from ... A. The president and all vice presidents of the corporation and the registered agent of the corporation shall be agents ... A. Each corporation may issue the number of shares stated in its articles of incorporation. Such shares may be divided into one or ... A. If the articles of incorporation shall expressly vest such authority in the board of directors, then ... A. Unless otherwise provided therein, a subscription for shares of a corporation to be organized may not be revoked within six (6) ... A. Subject to any limitations in its articles of incorporation, a corporation may create and issue, whether or not ... A. Shares having a par value may be issued for such consideration, not less than the par value thereof, as shall be ... A. The board of directors or, in the case of shares to be issued pursuant to a plan of conversion by a ... A. The reasonable charges and expenses of organization or reorganization of a corporation, and the reasonable expenses of and ... A. A corporation shall deliver certificates representing shares to which shareholders are entitled, or the shares of a corporation may be uncertificated ... A. A corporation may (1) issue fractions of a share, either represented by a certificate or uncertificated, (2) arrange ... A. A holder of shares, an owner of any beneficial interest in shares, or a subscriber for shares whose subscription ... A. The shares and other securities of a corporation shall be personal property for all ... Shareholders' Preemptive Rights A. Except as provided by Section F of this article, the shareholders of a corporation shall not have a preemptive right to ... A. The initial bylaws of a corporation shall be adopted by its board of directors.The bylaws may contain any provisions for the regulation and ... A. Meetings of shareholders may be held at such place within or without this State as may be stated in or fixed ... Notice of Shareholders' Meetings A. Written or printed notice stating the place, day and hour of the meeting, the means of any remote communications by ... A. On consent of a shareholder, notice from a corporation under any provision of this Act, the articles of incorporation, or ... A. Registered Holders as Owners. Unless otherwise provided in this Act, and subject ... A. The officer or agent having charge of the share transfer records for shares of a corporation shall make, at least ten (10) ... A. Quorum. With respect to any meeting of shareholders, a quorum shall be present for any matter to be ... A. (1) Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at ... A. Any number of shareholders of a corporation may enter into a written voting trust agreement for the purpose of ... A. Scope of Agreement. An agreement among the shareholders of a corporation that complies with this article is effective among the shareholders and ... A. Except as provided by Article 2.30-1 and Part Twelve of this Act, the powers of a corporation shall be exercised by ... A. The board of directors of a corporation shall consist of one or more members. The number of directors shall ... A. The bylaws of a corporation may provide that the directors, the directors elected by any class or series of shares or ... A. Any vacancy occurring in the initial board of directors before the issuance of shares may be filled by the affirmative vote or written ... A. A majority of the number of directors fixed by, or in the manner provided in, the articles of ... A. An otherwise valid contract or transaction between a corporation and one or more of its directors or officers, or between a corporation ... A. If the articles of incorporation or the bylaws so provide, the board of directors may designate from among ... Place and Notice of Directors' Meetings A. Meetings of the board of directors, regular or special, may be held either within or without this State. ... A. The board of directors of a corporation may authorize and the corporation may make distributions subject to any restrictions in its articles of ... A. The board of directors of a corporation may authorize and the corporation may pay share dividends subject to any restrictions in its ... A split-up or division of the issued shares of any class of a corporation into a greater number ... A. Determinations whether a corporation is insolvent and of the value of the net assets, and determination ... A. In the case of a distribution by a corporation or the payment of a share dividend, the surplus of ... A. In addition to any other liabilities imposed by law upon directors of a corporation: (1) Directors ... A. The officers of a corporation shall consist of a president and a secretary, each of whom shall be elected by the board of ... A. Any officer or agent or member of a committee elected or appointed by the board of directors may be removed by ... A. Each corporation shall keep books and records of account and shall keep minutes of the proceedings of its shareholders, its board ... Last modified: August 10, 2007 |