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Texas Business Organizations Code - Section 3.008. Supplemental Provisions Required In Certificate Of Formation Of Close Corporation

Legal Research Home > Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Section 3.008. Supplemental Provisions Required In Certificate Of Formation Of Close Corporation

§ 3.008. SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF CLOSE CORPORATION. (a) In addition to a provision required or permitted to be stated in the certificate of formation of a for-profit corporation under Section 3.007, the certificate of formation of a close corporation, whether original, amended, or restated, must include the sentence, "This corporation is a close corporation." (b) The certificate of formation of the close corporation may contain: (1) a provision contained or permitted to be contained in a shareholders' agreement conforming to Subchapter O, Chapter 21, that the organizers elect to include in the certificate of formation; or (2) a copy of a shareholders' agreement that conforms to Subchapter O, Chapter 21, and that may be filed in the manner provided by Section 21.212. (c) A provision contained in the certificate of formation under Subsection (b) must be preceded by a statement that the provision is subject to the corporation remaining a close corporation. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.

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Last modified: August 10, 2007