Texas Business Organizations Code - Section 3.007. Supplemental Provisions Required In Certificate Of Formation Of For-Profit Corporation
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§ 3.007. SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE
OF FORMATION OF FOR-PROFIT CORPORATION. (a) In addition to the
information required by Section 3.005, the certificate of formation
of a for-profit corporation must state:
(1) the aggregate number of shares the corporation is
authorized to issue;
(2) if the shares the corporation is authorized to
issue consist of one class of shares only, the par value of each
share or a statement that each share is without par value;
(3) if the corporation is to be managed by a board of
directors, the number of directors constituting the initial board
of directors and the name and address of each person who will serve
as director until the first annual meeting of shareholders and
until a successor is elected and qualified; and
(4) if the corporation is to be managed pursuant to a
shareholders' agreement in a manner other than by a board of
directors, the name and address of each person who will perform the
functions required by this code to be performed by the initial board
of directors.
(b) If the shares a for-profit corporation is authorized to
issue consist of more than one class of shares, the certificate of
formation of the for-profit corporation must, with respect to each
class, state:
(1) the designation of the class;
(2) the aggregate number of shares in the class;
(3) the par value of each share or a statement that
each share is without par value;
(4) the preferences, limitations, and relative rights
of the shares; and
(5) if the shares in a class the corporation is
authorized to issue consist of more than one series, the following
with respect to each series:
(A) the designation of the series;
(B) the aggregate number of shares in the series;
(C) any preferences, limitations, and relative
rights of the shares to the extent provided in the certificate of
formation; and
(D) any authority vested in the board of
directors to establish the series and set and determine the
preferences, limitations, and relative rights of the series.
(c) If the shareholders of a for-profit corporation are to
have a preemptive right or cumulative voting right, the certificate
of formation of the for-profit corporation must comply with Section
21.203 or 21.360, as appropriate.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Section: 2.114 3.001 3.002 3.003 3.004 3.005 3.006 3.007 3.008 3.009 3.010 3.011 3.012 3.013 3.014
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Last modified: August 10, 2007
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