Texas Business Corporation Act

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• Texas Business Corporation Act Article 1.01 - Short Title, Captions, Parts, Articles, Sections, Subsections, And Paragraphs
  A. This Act shall be known and may be cited as the "Texas Business Corporation Act." ...
• Texas Business Corporation Act Article 1.02 - Definitions
  A. As used in this Act, unless the context otherwise requires, the term: (1) "Articles of incorporation" means the original or restated articles of ...
• Texas Business Corporation Act Article 2.01 - Purposes
  A. Except as hereinafter in this Article excluded herefrom, corporations for profit may be organized under this Act for any lawful purpose or purposes. ...
• Texas Business Corporation Act Article 2.02 - General Powers
  A. Subject to the provisions of Sections B and C of this Article, each corporation shall have power: (1) To have perpetual succession ...
• Texas Business Corporation Act Article 2.02-1 - Power To Indemnify And To Purchase Indemnity Insurance; Duty To Indemnify
  A. In this article: (1) "Corporation" includes any domestic or foreign predecessor entity of ...
• Texas Business Corporation Act Article 2.04 - Defense Of Ultra Vires
  A. Lack of capacity of a corporation shall never be made the basis of any claim or defense at law or ...
• Texas Business Corporation Act Article 2.05 - Corporate Name; Use Of Assumed Names
  A. The Corporate name shall conform to the following requirements: (1) It shall contain the word "corporation," "company," or ...
• Texas Business Corporation Act Article 2.06 - Reserved Name
  A. The exclusive right to the use of a corporate name may be reserved by: (1) Any person intending to organize a corporation ...
• Texas Business Corporation Act Article 2.07 - Registered Name
  A. Any corporation organized for the purpose of operating a bank, trust company, building and loan association or company, insurance company currently holding ...
• Texas Business Corporation Act Article 2.08 - Renewal Of Registered Name
  A. A corporation which has in effect a registration of its corporate name may renew such registration from year to year ...
• Texas Business Corporation Act Article 2.09 - Registered Office And Registered Agent
  A. Each corporation shall have and continuously maintain in this State: (1) A registered office which may be, but need ...
• Texas Business Corporation Act Article 2.10 - Change Of Registered Office Or Registered Agent
  A. A corporation may change its registered office or change its registered agent, or both, upon filing in ...
• Texas Business Corporation Act Article 2.10-1 - Change Of Address Of Registered Agent
  A. The location of the registered office in Texas for a corporation, domestic or foreign, may be changed from ...
• Texas Business Corporation Act Article 2.11 - Service Of Process On Corporation
  A. The president and all vice presidents of the corporation and the registered agent of the corporation shall be agents ...
• Texas Business Corporation Act Article 2.12 - Authorized Shares
  A. Each corporation may issue the number of shares stated in its articles of incorporation. Such shares may be divided into one or ...
• Texas Business Corporation Act Article 2.13 - Series Of Shares Established By Board Of Directors
  A. If the articles of incorporation shall expressly vest such authority in the board of directors, then ...
• Texas Business Corporation Act Article 2.14 - Subscription For Shares
  A. Unless otherwise provided therein, a subscription for shares of a corporation to be organized may not be revoked within six (6) ...
• Texas Business Corporation Act Article 2.14-1 - Stock Rights, Options, And Convertible Indebtedness
  A. Subject to any limitations in its articles of incorporation, a corporation may create and issue, whether or not ...
• Texas Business Corporation Act Article 2.15 - Consideration For Shares
  A. Shares having a par value may be issued for such consideration, not less than the par value thereof, as shall be ...
• Texas Business Corporation Act Article 2.16 - Payment For Shares
  A. The board of directors or, in the case of shares to be issued pursuant to a plan of conversion by a ...
• Texas Business Corporation Act Article 2.18 - Expenses Of Organization, Reorganization, And Financing
  A. The reasonable charges and expenses of organization or reorganization of a corporation, and the reasonable expenses of and ...
• Texas Business Corporation Act Article 2.19 - Certificates Representing Shares
  A. A corporation shall deliver certificates representing shares to which shareholders are entitled, or the shares of a corporation may be uncertificated ...
• Texas Business Corporation Act Article 2.20 - Issuance Of Fractional Shares Or Scrip
  A. A corporation may (1) issue fractions of a share, either represented by a certificate or uncertificated, (2) arrange ...
• Texas Business Corporation Act Article 2.21 - Liability Of Subscribers And Shareholders
  A. A holder of shares, an owner of any beneficial interest in shares, or a subscriber for shares whose subscription ...
• Texas Business Corporation Act Article 2.22 - Transfer Of Shares And Other Securities And Restrictions On Transfer
  A. The shares and other securities of a corporation shall be personal property for all ...
• Texas Business Corporation Act Article 2.22-1 - Shareholders Preemptive Rights
  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 ...
• Texas Business Corporation Act Article 2.23 - Bylaws
  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 ...
• Texas Business Corporation Act Article 2.24 - Meetings Of Shareholders
  A. Meetings of shareholders may be held at such place within or without this State as may be stated in or fixed ...
• Texas Business Corporation Act Article 2.25 - Notice Of Shareholders Meetings
  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 ...
• Texas Business Corporation Act Article 2.25-1 - Notice By Electronic Transmission
  A. On consent of a shareholder, notice from a corporation under any provision of this Act, the articles of incorporation, or ...
• Texas Business Corporation Act Article 2.26 - Registered Holders Of Shares, Closing Of Share Transfer Records And Record Date
  A. Registered Holders as Owners. Unless otherwise provided in this Act, and subject ...
• Texas Business Corporation Act Article 2.27 - Voting List
  A. The officer or agent having charge of the share transfer records for shares of a corporation shall make, at least ten (10) ...
• Texas Business Corporation Act Article 2.28 - Quorum Of And Voting By Shareholders
  A. Quorum. With respect to any meeting of shareholders, a quorum shall be present for any matter to be ...
• Texas Business Corporation Act Article 2.29 - Voting Of Shares
  A. (1) Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at ...
• Texas Business Corporation Act Article 2.30 - Voting Trusts And Voting Agreements
  A. Any number of shareholders of a corporation may enter into a written voting trust agreement for the purpose of ...
• Texas Business Corporation Act Article 2.30-1 - Shareholder Agreements
  A. Scope of Agreement. An agreement among the shareholders of a corporation that complies with this article is effective among the shareholders and ...
• Texas Business Corporation Act Article 2.31 - Board Of Directors
  A. Except as provided by Article 2.30-1 and Part Twelve of this Act, the powers of a corporation shall be exercised by ...
• Texas Business Corporation Act Article 2.32 - Number And Election Of Directors
  A. The board of directors of a corporation shall consist of one or more members. The number of directors shall ...
• Texas Business Corporation Act Article 2.33 - Classification Of Directors
  A. The bylaws of a corporation may provide that the directors, the directors elected by any class or series of shares or ...
• Texas Business Corporation Act Article 2.34 - Vacancies
  A. Any vacancy occurring in the initial board of directors before the issuance of shares may be filled by the affirmative vote or written ...
• Texas Business Corporation Act Article 2.35 - Quorum Of And Action By Directors
  A. A majority of the number of directors fixed by, or in the manner provided in, the articles of ...
• Texas Business Corporation Act Article 2.35-1 - Interested Directors
  A. An otherwise valid contract or transaction between a corporation and one or more of its directors or officers, or between a corporation ...
• Texas Business Corporation Act Article 2.36 - Committees Of The Board Of Directors
  A. If the articles of incorporation or the bylaws so provide, the board of directors may designate from among ...
• Texas Business Corporation Act Article 2.37 - Place And Notice Of Directors Meetings
  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. ...
• Texas Business Corporation Act Article 2.38 - Distributions
  A. The board of directors of a corporation may authorize and the corporation may make distributions subject to any restrictions in its articles of ...
• Texas Business Corporation Act Article 2.38-1 - Share Dividends
  A. The board of directors of a corporation may authorize and the corporation may pay share dividends subject to any restrictions in its ...
• Texas Business Corporation Act Article 2.38-2 - Split-Up Or Division Without Stated Capital Increase
  A split-up or division of the issued shares of any class of a corporation into a greater number ...
• Texas Business Corporation Act Article 2.38-3 - Determination Of Net Assets, Stated Capital, And Surplus
  A. Determinations whether a corporation is insolvent and of the value of the net assets, and determination ...
• Texas Business Corporation Act Article 2.38-4 - Date Of Determination Of Surplus
  A. In the case of a distribution by a corporation or the payment of a share dividend, the surplus of ...
• Texas Business Corporation Act Article 2.41 - Liability Of Directors And Shareholders In Certain Cases
  A. In addition to any other liabilities imposed by law upon directors of a corporation: (1) Directors ...
• Texas Business Corporation Act Article 2.42 - Officers
  A. The officers of a corporation shall consist of a president and a secretary, each of whom shall be elected by the board of ...
• Texas Business Corporation Act Article 2.43 - Removal Of Officers
  A. Any officer or agent or member of a committee elected or appointed by the board of directors may be removed by ...
• Texas Business Corporation Act Article 2.44 - Books And Records
  A. Each corporation shall keep books and records of account and shall keep minutes of the proceedings of its shareholders, its board ...
• Texas Business Corporation Act Article 3.01 - Incorporators
  A. Any natural person of the age of eighteen (18) years or more, or any domestic or foreign corporation, estate, or other entity may ...
• Texas Business Corporation Act Article 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 ...
• Texas Business Corporation Act Article 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 ...
• Texas Business Corporation Act Article 3.04 - Effect Of Issuance Of Certificate Of Incorporation
  A. Except as provided by Section B of this Article, on the issuance of the certificate of incorporation, ...
• Texas Business Corporation Act Article 3.06 - Organization Meeting Of Directors
  A. Except as provided by Section B of this Article, after the issuance of the certificate of incorporation, an organization meeting ...
• Texas Business Corporation Act Article 4.01 - Right To Amend Articles Of Incorporation
  A. A corporation may amend its articles of incorporation, from time to time, in any and as many respects ...
• Texas Business Corporation Act Article 4.02 - Procedure To Amend Articles Of Incorporation
  A. The articles of incorporation may be amended in the following manner: (1) The board of directors shall adopt ...
• Texas Business Corporation Act Article 4.03 - Class Voting On Amendments
  A. The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed ...
• Texas Business Corporation Act Article 4.04 - Articles Of Amendment
  A. The articles of amendment shall be executed on behalf of the corporation by an officer. If no shares have been issued, ...
• Texas Business Corporation Act Article 4.05 - Filing Of Articles Of Amendment
  A. The original and a copy of the articles of amendment shall be delivered to the Secretary of State. If ...
• Texas Business Corporation Act Article 4.06 - Effect Of Certificate Of Amendment
  A. Upon the issuance of the certificate of amendment by the Secretary of State, the amendment shall become effective and ...
• Texas Business Corporation Act Article 4.07 - Restated Articles Of Incorporation
  A. A corporation may, by following the procedure to amend the articles of incorporation provided by this Act (except that no ...
• Texas Business Corporation Act Article 4.08 - Procedure For Redemption
  A. A corporation may at any time, subject to Article 2.38 of this Act and to the provisions of its articles of ...
• Texas Business Corporation Act Article 4.10 - Reduction Of Stated Capital By Redemption Or Purchase Of Redeemable Shares
  A. When redeemable shares of a corporation are redeemed or purchased by the corporation, ...
• Texas Business Corporation Act Article 4.11 - Cancellation Of Treasury Shares
  A. A corporation may, at any time, by resolution of its board of directors, cancel all or any part of its ...
• Texas Business Corporation Act Article 4.12 - Reduction Of Stated Capital Without Amendment Of Articles And Without Cancellation Of Shares
  A. If all or part of the stated capital of a corporation ...
• Texas Business Corporation Act Article 4.13 - Special Provisions Relating To Surplus And Reserves
  A corporation may, by resolution of its board of directors, create a reserve or reserves out of its ...
• Texas Business Corporation Act Article 4.14 - Reorganization Under A Federal Statute; Amendment Of Articles, Merger, Share Exchange, Conversion, And Dissolution Pursuant To Federal Reorganization Proceedings
  A. Authorization. Notwithstanding any other provision ...
• Texas Business Corporation Act Article 5.01 - Merger
  A. A domestic corporation may adopt a plan of merger and one or more domestic corporations may merge with one or more domestic or ...
• Texas Business Corporation Act Article 5.02 - Share Exchange Or Acquisition
  A. One or more domestic or foreign corporations or other entities may acquire all of the outstanding shares of one or ...
• Texas Business Corporation Act Article 5.03 - Action On Plan Of Merger Or Exchange
  A. Except as provided by Sections G and H of this Article, after acting on a plan of ...
• Texas Business Corporation Act Article 5.04 - Articles Of Merger Or Exchange
  A. If a plan of merger or exchange has been approved in accordance with Article 5.03 of this Act and ...
• Texas Business Corporation Act Article 5.05 - Effective Date Of Merger Or Share Exchange
  A. Except as otherwise provided by Article 10.03 of this Act, upon the issuance of the certificate of ...
• Texas Business Corporation Act Article 5.06 - Effect Of Merger Or Share Exchange
  A. When a merger takes effect: (1) the separate existence of every domestic corporation that is a party to ...
• Texas Business Corporation Act Article 5.08 - Conveyance By Corporation
  A. Any corporation may convey land by deed, with or without the seal of the corporation, signed by an officer or attorney ...
• Texas Business Corporation Act Article 5.09 - Disposition Of Assets Authorized By Board Of Directors
  A. Except as otherwise provided in the articles of incorporation and except as provided in the next ...
• Texas Business Corporation Act Article 5.10 - Disposition Of Assets Requiring Special Authorization Of Shareholders; Effect Of Disposition Requiring Or Not Requiring Authorization; Liability Of Acquiring Corporation
  A. A sale, lease, exchange, ...
• Texas Business Corporation Act Article 5.11 - Rights Of Dissenting Shareholders In The Event Of Certain Corporate Actions
  A. Any shareholder of a domestic corporation shall have the right to dissent from ...
• Texas Business Corporation Act Article 5.12 - Procedure For Dissent By Shareholders As To Said Corporate Actions
  A. Any shareholder of any domestic corporation who has the right to dissent from any ...
• Texas Business Corporation Act Article 5.13 - Provisions Affecting Remedies Of Dissenting Shareholders
  A. Any shareholder who has demanded payment for his shares in accordance with either Article 5.12 or 5.16 of ...
• Texas Business Corporation Act Article 5.14 - Derivative Proceedings
  A. Certain Definitions. For purposes of this Article: (1) "Derivative proceeding" means a civil suit in the right of a domestic corporation or, ...
• Texas Business Corporation Act Article 5.15 - Antitrust Laws; Creditors
  Nothing contained in Part 5 of this Act shall ever be construed as affecting, nullifying or repealing the Anti-trust laws or as ...
• Texas Business Corporation Act Article 5.16 - Merger With Subsidiary Entities
  A. In any case in which at least ninety (90%) per cent of the outstanding shares of each class and series ...
• Texas Business Corporation Act Article 5.17 - Conversion
  A. A domestic corporation may adopt a plan of conversion and convert to a foreign corporation or any other entity if: (1) the converting ...
• Texas Business Corporation Act Article 5.18 - Articles Of Conversion
  A. If a plan of conversion has been approved in accordance with Article 5.17 of this Act and has not been abandoned, ...
• Texas Business Corporation Act Article 5.19 - Effective Date Of Conversion
  A. Except as otherwise provided by Article 10.03 of this Act, on the issuance of the certificate of conversion by the ...
• Texas Business Corporation Act Article 5.20 - Effect Of Conversion
  A. When a conversion of a converting entity takes effect: (1) the converting entity shall continue to exist, without interruption, but in ...
• Texas Business Corporation Act Article 6.01 - Voluntary Dissolution By Incorporators Or Directors
  A. A corporation which has not commenced business and which has not issued any shares, may be voluntarily dissolved ...
• Texas Business Corporation Act Article 6.02 - Voluntary Dissolution By Consent Of Shareholders
  A. A corporation may be voluntarily dissolved by the written consent of all of its shareholders. B. Upon the ...
• Texas Business Corporation Act Article 6.03 - Voluntary Dissolution By Act Of Corporation
  A. A corporation may be dissolved by the act of the corporation when authorized in the following manner: (1) ...
• Texas Business Corporation Act Article 6.04 - Procedure Before Filing Articles Of Dissolution
  A. Before filing articles of dissolution: (1) The corporation shall cease to carry on its business, except insofar as ...
• Texas Business Corporation Act Article 6.05 - Revocation Of Voluntary Dissolution Proceedings
  A. At any time prior to the issuance of a certificate of dissolution by the Secretary of State, or within ...
• Texas Business Corporation Act Article 6.06 - Articles Of Dissolution
  A. If voluntary dissolution proceedings have been taken and have not been revoked, then when all debts, liabilities, and obligations of the ...
• Texas Business Corporation Act Article 6.07 - Filing Articles Of Dissolution
  A. The original and a copy of such articles of dissolution shall be delivered to the Secretary of State, along with ...
• Texas Business Corporation Act Article 6.08 - Fraudulent Termination
  A. Notwithstanding any other provision of this Act, a court may order the revocation of dissolution of a corporation that was dissolved as ...
• Texas Business Corporation Act Article 7.01 - Involuntary Dissolution
  A. A corporation may be dissolved involuntarily by a decree of the district court of the county in which the registered office of ...
• Texas Business Corporation Act Article 7.02 - Notification To Attorney General, Notice To Corporation And Opportunity Of Corporation To Cure Default
  A. The Secretary of State shall certify to the Attorney General, ...
• Texas Business Corporation Act Article 7.03 - Venue And Process
  A. Every action for the involuntary dissolution of a domestic corporation or revocation of the certificate of authority of a foreign corporation ...
• Texas Business Corporation Act Article 7.04 - Appointment Of Receiver For Specific Corporate Assets
  A. A receiver may be appointed by any court having jurisdiction of the subject matter for specific corporate ...
• Texas Business Corporation Act Article 7.05 - Appointment Of Receiver To Rehabilitate Corporation
  A. A receiver may be appointed for the assets and business of a corporation by the district court for ...
• Texas Business Corporation Act Article 7.06 - Jurisdiction Of Court To Liquidate Assets And Business Of Corporation And Receiverships Therefor
  A. The district court for the county in which the registered office ...
• Texas Business Corporation Act Article 7.07 - Qualifications, Powers, And Duties Of Receivers; Other Provisions Relating To Receiverships
  A. No receiver shall be appointed for any corporation to which this Act applies ...
• Texas Business Corporation Act Article 7.08 - Shareholders Not Necessary Parties Defendant To Receivership Or Liquidation Proceedings
  A. It shall not be necessary to make shareholders parties to any action or proceeding ...
• Texas Business Corporation Act Article 7.09 - Decree Of Involuntary Dissolution
  A. In proceedings to liquidate the assets and business of a corporation, when the costs and expenses of such proceedings and ...
• Texas Business Corporation Act Article 7.10 - Filing Of Decree Of Dissolution
  A. In any case in which the court shall enter a decree dissolving a corporation, it shall be the duty ...
• Texas Business Corporation Act Article 7.11 - Deposit With Comptroller Of Amount Due Certain Shareholders And Creditors
  A. Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets ...
• Texas Business Corporation Act Article 7.12 - Limited Survival After Dissolution
  A. A dissolved corporation shall continue its corporate existence for a period of three years from the date of dissolution, for ...
• Texas Business Corporation Act Article 8.01 - Admission Of Foreign Corporation
  A. No foreign corporation shall have the right to transact business in this State until it shall have procured a certificate ...
• Texas Business Corporation Act Article 8.02 - Powers Of Foreign Corporation
  A. A foreign corporation which shall have received a certificate of authority under this Act shall, until its certificate of authority ...
• Texas Business Corporation Act Article 8.03 - Corporate Name Of Foreign Corporation
  A. No certificate of authority shall be issued to a foreign corporation unless the corporate name of such corporation: (1) ...
• Texas Business Corporation Act Article 8.04 - Change Of Name By Foreign Corporation
  A. Whenever a foreign corporation which is authorized to transact business in this State shall change its name to ...
• Texas Business Corporation Act Article 8.05 - Application For Certificate Of Authority
  A. In order to procure a certificate of authority to transact business in this State, a foreign corporation shall make ...
• Texas Business Corporation Act Article 8.06 - Filing Of Application For Certificate Of Authority
  A. The original and a copy of the application of the corporation for a certificate of authority shall ...
• Texas Business Corporation Act Article 8.07 - Effect Of Certificate Of Authority
  A. Upon the issuance of a certificate of authority by the Secretary of State, the corporation shall be authorized to ...
• Texas Business Corporation Act Article 8.08 - Registered Office And Registered Agent Of Foreign Corporation
  A. Each foreign corporation authorized to transact business in this State shall have and continuously maintain in ...
• Texas Business Corporation Act Article 8.09 - Change Of Registered Office Or Registered Agent Of Foreign Corporation
  A. A foreign corporation authorized to transact business in this state may change its registered ...
• Texas Business Corporation Act Article 8.10 - Service Of Process On Foreign Corporation
  A. The president and all vice presidents of a foreign corporation authorized to transact business in this State and ...
• Texas Business Corporation Act Article 8.13 - Amended Certificate Of Authority
  A. If a foreign corporation authorized to transact business in this State shall change its corporate name, or if such corporation ...
• Texas Business Corporation Act Article 8.14 - Withdrawal Or Termination Of Foreign Corporation
  A. A foreign corporation authorized to transact business in this state may withdraw from this state upon procuring from ...
• Texas Business Corporation Act Article 8.15 - Filing Of Application For Withdrawal
  A. The original and a copy of such application for withdrawal, along with a certificate from the comptroller that all ...
• Texas Business Corporation Act Article 8.16 - Revocation Of Certificate Of Authority
  A. The certificate of authority of a foreign corporation to transact business in this state may be revoked by a ...
• Texas Business Corporation Act Article 8.17 - Filing Of Decree Of Revocation
  A. In case the court shall enter a decree revoking the certificate of authority of a foreign corporation to transact ...
• Texas Business Corporation Act Article 8.18 - Transacting Business Without Certificate Of Authority
  A. No foreign corporation which is transacting, or has transacted, business in this State without a certificate of authority ...
• Texas Business Corporation Act Article 9.01 - Interrogatories By Secretary Of State
  A. The Secretary of State may propound to any corporation, domestic or foreign, subject to the provisions of this Act, ...
• Texas Business Corporation Act Article 9.02 - Information Disclosed By Interrogatories
  A. Interrogatories propounded by the Secretary of State and the answers thereto shall not be open to public inspection nor shall ...
• Texas Business Corporation Act Article 9.03 - Powers Of Secretary Of State
  A. The Secretary of State shall have the power and authority reasonably necessary to enable him to administer this Act ...
• Texas Business Corporation Act Article 9.04 - Appeals From Secretary Of State
  A. If the Secretary of State shall fail to approve any articles of incorporation, application for certificate of authority to ...
• Texas Business Corporation Act Article 9.05 - Certificates And Certified Copies To Be Received In Evidence
  A. All certificates issued by the Secretary of State in accordance with the provisions of this ...
• Texas Business Corporation Act Article 9.06 - Forms To Be Promulgated By Secretary Of State
  A. Forms may be promulgated by the Secretary of State for all reports and all other documents ...
• Texas Business Corporation Act Article 9.07 - Time For Filing Documents In The Office Of The Secretary Of State
  A. Except as provided by Section B of this article, if a document ...
• Texas Business Corporation Act Article 9.09 - Waiver Of Notice
  Whenever any notice is required to be given to any shareholder or director of a corporation under the provisions of this Act ...
• Texas Business Corporation Act Article 9.10 - Actions Without A Meeting; Telephone Meetings
  A. (1) Any action required by this Act to be taken at any annual or special meeting of shareholders, ...
• Texas Business Corporation Act Article 9.11 - Application To Foreign And Interstate Commerce
  A. The provisions of this Act shall apply to commerce with foreign nations and among the several states only ...
• Texas Business Corporation Act Article 9.12 - Reservation Of Power
  A. The Legislature shall at all times have power to prescribe such regulations, provisions, and limitations as it may deem advisable, which ...
• Texas Business Corporation Act Article 9.13 - Effect Of Invalidity Of Part Of This Act
  A. If a court of competent jurisdiction shall adjudge to be invalid or unconstitutional any clause, sentence, ...
• Texas Business Corporation Act Article 9.14 - To What Corporations This Act Applies; Procedure For Adoption Of Act By Existing Corporations
  A. This Act applies to each domestic corporation and to each ...
• Texas Business Corporation Act Article 9.15 - Extent To Which Existing Laws Shall Remain Applicable To Corporations
  A. Except as provided in the last preceding Article, existing corporations shall continue to be ...
• Texas Business Corporation Act Article 9.16 - Repeal Of Existing Laws; Extent And Effect Thereof
  A. Subject to the provisions of the two last preceding Articles of this Act and of Section ...
• Texas Business Corporation Act Article 10.01 - Filing And Filing Fees
  A. The Secretary of State is authorized and required to collect for the use of the State the following fees: (1) ...
• Texas Business Corporation Act Article 10.02 - Penalty For Signing False Document
  A. A person commits an offense if he signs a document he knows is false in any material respect with ...
• Texas Business Corporation Act Article 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 ...
• Texas Business Corporation Act Article 11.01 - Emergency Clause
  A. The fact that existing laws of the State of Texas have been amended from time to time over a period of some ...
• Texas Business Corporation Act Article 11.02 - Applicability; Expiration
  A. Except as provided by Title 8, Business Organizations Code, this Act does not apply to a corporation to which the Business Organizations ...
• Texas Business Corporation Act Article 12.01 - Short Title
  A. Citation. This part may be cited as the "Texas Close Corporation Law." Added by Acts 1981, 67th Leg., p. 3102, ch. 818, ...
• Texas Business Corporation Act Article 12.02 - Definitions
  A. In General. In this part, unless the context otherwise requires: (1) "Close corporation" means a domestic corporation formed in conformance with the requirements ...
• Texas Business Corporation Act Article 12.03 - Applicability
  A. Part Twelve. This part applies only to a close corporation. B. Other Parts. To the extent not inconsistent with this part, all other ...
• Texas Business Corporation Act Article 12.11 - Articles Of Incorporation
  A. In General. In addition to any provision required or permitted to be set forth in the articles by Article 3.02 of ...
• Texas Business Corporation Act Article 12.12 - Formation Of A Close Corporation
  A. In General. A close corporation shall be formed in conformance with Part Three and Article 12.11 of this Act. ...
• Texas Business Corporation Act Article 12.13 - Adoption Of Close Corporation Status
  A. By Amendment of Articles of Incorporation. An ordinary corporation may become a close corporation by amending its articles of ...
• Texas Business Corporation Act Article 12.14 - Existing Close Corporation
  A. In General. If an existing corporation that elected to become a close corporation in conformance with former Article 2.30-1 of this ...
• Texas Business Corporation Act Article 12.15 - Bylaws Of Close Corporation
  A. A close corporation need not adopt bylaws if provisions required by law to be contained in the bylaws are contained ...
• Texas Business Corporation Act Article 12.21 - Termination Of Close Corporation Status
  A. In General. A close corporation terminates its status as a close corporation: (1) on filing a statement of termination ...
• Texas Business Corporation Act Article 12.22 - Statement Of Termination; Filing; Notice
  A. In General. If a close corporation provision specifies a time or event, whether or not identifiable by persons dealing ...
• Texas Business Corporation Act Article 12.23 - Effect Of Termination Of Close Corporation Status
  A. In General. A close corporation that terminates its status as a close corporation and becomes an ordinary ...
• Texas Business Corporation Act Article 12.31 - Governance Of Close Corporation Affairs
  A. Management. A close corporation shall be managed: (1) by a board of directors in the same manner an ordinary ...
• Texas Business Corporation Act Article 12.32 - Shareholders Agreement--In General
  Shareholders' Agreement--In General A. Close Corporation Provisions. All shareholders of a close corporation may make one or more shareholders' agreements. The business and affairs of ...
• Texas Business Corporation Act Article 12.33 - Shareholders Agreements--Procedures Required
  Shareholders' Agreements--Procedures Required A. Execution. A shareholders' agreement shall be executed: (1) in the case of an existing close corporation, by each person who is ...
• Texas Business Corporation Act Article 12.34 - Statement Of Operation As A Close Corporation
  A. In General. If on or after the formation of a close corporation or adoption of close corporation ...
• Texas Business Corporation Act Article 12.35 - Validity And Enforceability Of Shareholders Agreement
  Validity and Enforceability of Shareholders' Agreement A. In General. A shareholders' agreement, if executed in conformance with Article 12.33 of this Act, is valid and ...
• Texas Business Corporation Act Article 12.36 - Binding Effect Of Shareholders Agreement
  Binding Effect of Shareholders' Agreement A. Persons Bound. A shareholders' agreement, if executed in conformance with Article 12.33 of this Act, is considered to be ...
• Texas Business Corporation Act Article 12.37 - Responsibility Of Shareholders For Managerial Acts
  A. In General. This article applies only to a close corporation whose business and affairs, pursuant to a shareholders' ...
• Texas Business Corporation Act Article 12.38 - Other Agreements Among Shareholders Permitted
  A. In General. Articles 12.31 through 12.37 of this Act do not prohibit or impair any other agreement among two ...
• Texas Business Corporation Act Article 12.39 - Close Corporation Share Certificates
  A. Required Statements. In addition to any matter required or permitted to be stated on a certificate representing shares by this ...
• Texas Business Corporation Act Article 12.51 - Judicial Proceedings Relating To A Close Corporation
  A. Definitions. As used in this article and the succeeding articles of this part, unless the context otherwise ...
• Texas Business Corporation Act Article 12.52 - Judicial Proceedings To Enforce Close Corporation Provision
  A. In General. A court of competent jurisdiction, in a judicial proceeding brought under this article, shall enforce ...
• Texas Business Corporation Act Article 12.53 - Judicial Proceeding To Appoint Provisional Director For Close Corporation
  A. In General. A court of competent jurisdiction, in a proceeding brought under this article, shall ...
• Texas Business Corporation Act Article 12.54 - Judicial Proceeding To Appoint Custodian For Close Corporation
  A. In General. A court of competent jurisdiction in a judicial proceeding brought under this article shall ...
• Texas Business Corporation Act Article 13.01 - Short Title
  A. This part may be cited as the Business Combination Law. Added by Acts 1997, 75th Leg., ch. 375, Sec. 47, eff. Sept. ...
• Texas Business Corporation Act Article 13.02 - Definitions
  A. In this part: (1) "Affiliate" means a person who directly or indirectly through one or more intermediaries controls, is controlled by, or is ...
• Texas Business Corporation Act Article 13.03 - Three-Year Moratorium On Certain Business Combinations
  A. An issuing public corporation shall not, directly or indirectly, enter into or engage in a business combination with ...
• Texas Business Corporation Act Article 13.04 - Application
  A. Article 13.03 of this Act does not apply to: (1) a business combination of an issuing public corporation: (a) the original articles of ...
• Texas Business Corporation Act Article 13.05 - No Effect On Other Actions
  A. This part does not affect, directly or indirectly, the validity of another action by the board of directors of ...
• Texas Business Corporation Act Article 13.06 - Duties Of Director
  A. In discharging the duties of director under this Act or otherwise, a director, in considering the best interests of the corporation, ...
• Texas Business Corporation Act Article 13.07 - Relationship With Other Parts Of Act
  A. If a provision of this part conflicts with another provision of this Act, the provision of this part ...

Texas Lawyers

• Doug Goyen Dallas - Fort Worth Injury Lawyer.
• Wigington Rumley Houston Injury Lawyer.
• JT Borah Denton Divorce Lawyer.
• Helbing Firm Dallas Business Attorney.
• Hersh Law Firm Dallas Employment Lawyer.
• Nancy Kennedy Dallas Criminal Defense Lawyer.
• John O. Kain Houston Mediator.
• Forman Law Firm Texas Securities Lawyer.
• Francisco G. Medina Houston Personal Injury Lawyer.
• Anderson & Jones Dallas Business Attorney.
• Derk A. Wadas Dallas Criminal Defense Attorney.
• J. Michael Clay San Antonio Family Lawyer.

Last modified: August 10, 2007