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Texas Business Organizations Code - Chapter 3 Formation And GovernanceLegal Research Home > Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Chapter 3 Formation And Governance Sponsored Links(a) Subject to the other provisions of this code, to form a filing entity, a certificate of formation complying with Sections 3.003, 3.004, and 3.005 ... The requirements for the formation of and the determination of the existence of a nonfiling entity are governed by the title of this code that ... A domestic entity exists perpetually unless otherwise provided in the governing documents of the entity. A domestic entity may be terminated in accordance with this ... (a) Any person having the capacity to contract for the person or for another may be an organizer of a filing entity. (b) Each organizer ... (a) The certificate of formation must state: (1) the name of the filing entity being formed; (2) the type of filing entity being formed; (3) ... (a) If a new domestic filing entity is formed under a plan of conversion or merger, the certificate of formation of the entity must be ... (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 ... (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 ... In addition to the information required by Section 3.005, the certificate of formation of a nonprofit corporation must include: (1) if the nonprofit corporation is ... In addition to the information required by Section 3.005, the certificate of formation of a limited liability company must state: (1) whether the limited liability ... (a) To form a limited partnership, the partners must enter into a partnership agreement and file a certificate of formation. (b) The partners of a ... In addition to the information required by Section 3.005, the certificate of formation of a real estate investment trust must state: (1) that an assumed ... In addition to the information required by Section 3.005, the certificate of formation of a cooperative association must state: (1) whether the cooperative association is ... In addition to the information required by Section 3.005, the certificate of formation of a professional entity must state: (1) the type of professional service ... (a) In addition to containing the information required under Sections 3.005 and 3.014, the certificate of formation of a professional association must: (1) be signed ... (a) A filing entity may amend its certificate of formation. (b) An amended certificate of formation may contain only provisions that: (1) would be permitted ... (a) The procedure to adopt an amendment to the certificate of formation is as provided by the title of this code that applies to the ... A certificate of amendment for a filing entity must state: (1) the name of the filing entity; (2) the type of the filing entity; (3) ... An officer shall sign the certificate of amendment on behalf of the for-profit corporation. If shares of the for-profit corporation have not been issued and ... (a) In addition to the statements required by Section 3.053, a certificate of amendment for a real estate investment trust must state: (1) if the ... (a) An amendment to a certificate of formation takes effect when the filing of the certificate of amendment takes effect as provided by Chapter 4. ... (a) A filing entity may restate its certificate of formation. (b) An amendment effected by a restated certificate of formation must comply with Section 3.051(b). ... (a) The procedure to adopt a restated certificate of formation is governed by the title of this code that applies to the entity. (b) A ... (a) A restated certificate of formation must accurately state the text of the previous certificate of formation, regardless of whether the certificate of formation is ... (a) In addition to the provisions authorized or required by Section 3.059, a restated certificate of formation for a for-profit corporation may update the current ... (a) In addition to the provisions authorized or required by Section 3.059, a restated certificate of formation for a nonprofit corporation may update the current ... In addition to the provisions authorized or required by Section 3.059, a restated certificate of formation for a real estate investment trust may update the ... (a) A restated certificate of formation takes effect when the filing of the restated certificate of formation takes effect as provided by Chapter 4. (b) ... Subject to the title of this code that governs the domestic entity and the governing documents of the domestic entity, the governing authority of a ... (a) In discharging a duty or exercising a power, a governing person, including a governing person who is a member of a committee, may, in ... (a) Officers of a domestic entity may be elected or appointed in accordance with the governing documents of the entity or by the governing authority ... (a) Unless otherwise provided by the governing documents of a domestic entity, an officer may be removed for or without cause by the governing authority ... (a) In discharging a duty or exercising a power, an officer of a domestic entity may, in good faith and ordinary care, rely on information, ... (a) Each filing entity shall keep: (1) books and records of accounts; (2) minutes of the proceedings of the owners or members or governing authority ... (a) A governing person of a filing entity may examine the entity's books and records maintained under Section 3.151 and other books and records of ... Each owner or member of a filing entity may examine the books and records of the filing entity maintained under Section 3.151 and other books ... (a) Ownership interests in a domestic entity may be certificated or uncertificated. (b) The ownership interests in a for-profit corporation, real estate investment trust, or ... (a) A certificate representing the ownership interest in a domestic entity may contain an impression of the seal of the entity, if any. A facsimile ... (a) The managerial official or officials of a domestic entity authorized by the governing documents of the entity to sign certificated ownership interests of the ... A domestic entity shall deliver a certificate representing a certificated ownership interest to which the owner is entitled. Acts 2003, 78th Leg., ch. 182, § ... (a) Except as provided by Subsection (c) and in accordance with Chapter 8, Business & Commerce Code, after issuing or transferring an uncertificated ownership interest, ... Last modified: August 11, 2007 |