Texas Business Organizations Code - Section 402.005. Applicability To Existing Entities
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§ 402.005. APPLICABILITY TO EXISTING ENTITIES. (a) On or
after January 1, 2010, if a domestic entity formed before January 1,
2006, or a foreign filing entity registered with the secretary of
state to transact business in this state before January 1, 2006, has
not taken the actions specified by Section 402.003(a) or 402.004 to
elect to adopt this code:
(1) this code applies to the entity and all actions
taken by the managerial officials, owners, or members of the
entity, except as otherwise expressly provided by this title;
(2) if the entity is a domestic or foreign filing
entity, the entity is not considered to have failed to comply with
this code if the entity's certificate of formation or application
for registration, as appropriate, does not comply with this code;
(3) if the entity is a domestic filing entity, the
entity shall conform its certificate of formation to the
requirements of this code when it next files an amendment to its
certificate of formation; and
(4) if the entity is a foreign filing entity, the
entity shall conform its application for registration to the
requirements of this code when it next files an amendment to its
application for registration.
(b) On or after January 1, 2010, and to the extent provided
in Subchapter A, Chapter 23, this code applies to a corporation
created under a special statute of this state outside this code
before January 1, 2006. The corporation, if its certificate of
formation, or equivalent governing document, is filed with the
secretary of state, may elect for this code to apply to the
corporation at any time on or after January 1, 2006, and prior to
January 1, 2010, to the extent provided in Subchapter A, Chapter 23,
by filing a statement and taking other actions in a manner similar
to a domestic filing entity under Section 402.003.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. Amended by
Acts 2005, 79th Leg., ch. 64, § 102, eff. Jan. 1, 2006.
Section: 303.006 304.001 401.001 402.001 402.002 402.003 402.004 402.005 402.006 402.007 402.008 402.009 402.010 402.011 402.012
Last modified: August 11, 2007
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