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Texas Business Organizations Code

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• Texas Business Organizations Code Section 1.001 - Purpose
  The purpose of this code is to make the law encompassed by this code more accessible and understandable by: (1) rearranging the statutes into a ...
• Texas Business Organizations Code Section 1.002 - Definitions
  In this code: (1) "Affiliate" means a person who controls, is controlled by, or is under common control with another person. (2) "Associate," when used ...
• Texas Business Organizations Code Section 1.003 - Disinterested Person
  (a) For purposes of this code, a person is disinterested with respect to the approval of a contract, transaction, or other matter, or to the ...
• Texas Business Organizations Code Section 1.004 - Independent Person
  (a) For purposes of this code, a person is independent with respect to considering the disposition of a claim or challenge regarding a contract or ...
• Texas Business Organizations Code Section 1.005 - Conspicuous Information
  In this code, required information is conspicuous if the information is placed in a manner or displayed using a font that provides or should provide ...
• Texas Business Organizations Code Section 1.006 - Synonymous Terms
  To the extent not inconsistent with the provisions of the constitution and other statutes or codes wherein such terms may be found, and as the ...
• Texas Business Organizations Code Section 1.007 - Signing Of Document Or Other Writing
  For purposes of this code, a writing has been signed by a person when the writing includes, bears, or incorporates the person's signature. A transmission ...
• Texas Business Organizations Code Section 1.008 - Short Titles
  (a) The provisions of this code as described by this section may be cited as provided by this section. (b) The provisions of Title 2 ...
• Texas Business Organizations Code Section 1.009 - Dollars As Monetary Units
  Unless the context requires otherwise, a value or amount that is required by this code to be stated in monetary terms must be stated in ...
• Texas Business Organizations Code Section 1.051 - Construction Of Code
  Chapter 311, Government Code (Code Construction Act), applies to the construction of each provision in this code except as otherwise expressly provided by this code. ...
• Texas Business Organizations Code Section 1.052 - Reference In Law To Statute Revised By Code
  A reference in a law to a statute or a part of a statute revised by this code is considered to be a reference to ...
• Texas Business Organizations Code Section 1.053 - Applicability To Foreign And Interstate Affairs
  This code applies to the conduct of affairs with foreign countries and the other states of the United States only to the extent permitted under ...
• Texas Business Organizations Code Section 1.054 - Reservation Of Power
  The legislature at all times has the power to amend, repeal, or modify this code and to prescribe regulations, provisions, and limitations as the legislature ...
• Texas Business Organizations Code Section 1.101 - Domestic Filing Entities
  The law of this state governs the formation and internal affairs of an entity if the entity's formation occurs when a certificate of formation filed ...
• Texas Business Organizations Code Section 1.102 - Foreign Filing Entities
  If the formation of an entity occurs when a certificate of formation or similar instrument filed with a foreign governmental authority takes effect, the law ...
• Texas Business Organizations Code Section 1.103 - Entities Not Formed By Filing Instrument
  If the formation of an entity does not occur when a certificate of formation or similar instrument filed with the secretary of state or with ...
• Texas Business Organizations Code Section 1.104 - Law Applicable To Liability
  The law of the jurisdiction that governs an entity as determined under Sections 1.101-1.103 applies to the liability of an owner, a member, or a ...
• Texas Business Organizations Code Section 1.105 - Internal Affairs
  For purposes of this code, the internal affairs of an entity include: (1) the rights, powers, and duties of its governing authority, governing persons, officers, ...
• Texas Business Organizations Code Section 1.106 - Order Of Precedence
  (a) This title applies to all domestic entities and foreign entities to the extent provided by this title. (b) Each title of this code, other ...
• Texas Business Organizations Code Section 2.001 - General Scope Of Permissible Purposes
  A domestic entity has any lawful purpose or purposes, unless otherwise provided by this code. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. ...
• Texas Business Organizations Code Section 2.002 - Purposes Of Nonprofit Entity
  The purpose or purposes of a domestic nonprofit entity may include one or more of the following purposes: (1) serving charitable, benevolent, religious, eleemosynary, patriotic, ...
• Texas Business Organizations Code Section 2.003 - General Prohibited Purposes
  A domestic entity may not: (1) engage in a business or activity that: (A) is expressly unlawful or prohibited by a law of this state; ...
• Texas Business Organizations Code Section 2.004 - Limitation On Purposes Of Professional Entity
  Except as provided in Title 7, a professional entity may engage in only: (1) one type of professional service, unless the entity is expressly authorized ...
• Texas Business Organizations Code Section 2.005 - Limitation In Governing Documents
  The governing documents of a domestic entity may contain limitations on the entity's purposes. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, ...
• Texas Business Organizations Code Section 2.006 - Permissible Purpose Of For-Profit Corporation Related To Railroads
  Notwithstanding Section 2.003(2)(E), a for-profit corporation may: (1) construct, acquire, maintain, and operate street railways, suburban railways, and belt lines of railways in or near ...
• Texas Business Organizations Code Section 2.007 - Additional Prohibited Activities Of For-Profit Corporation
  A for-profit corporation may not: (1) operate a cooperative association, limited cooperative association, or labor union; (2) transact a combination of the businesses of: (A) ...
• Texas Business Organizations Code Section 2.008 - Nonprofit Corporations
  A corporation formed for the purpose of operating a nonprofit institution, including an institution devoted to a charitable, benevolent, religious, patriotic, civic, cultural, missionary, educational, ...
• Texas Business Organizations Code Section 2.009 - Permissible Purpose Of Nonprofit Corporation Related To Organized Labor
  Subject to Chapter 101, Labor Code, a nonprofit corporation may be formed to organize laborers, workers, or wage earners to protect themselves in their various ...
• Texas Business Organizations Code Section 2.010 - Prohibited Activities Of Nonprofit Corporation
  A nonprofit corporation may not be organized or registered under this code to conduct its affairs in this state to: (1) engage in or operate ...
• Texas Business Organizations Code Section 2.011 - Purposes Of Cooperative Association
  (a) A person may organize a cooperative association under this code to acquire, produce, build, operate, manufacture, furnish, exchange, or distribute any type of property, ...
• Texas Business Organizations Code Section 2.012 - Limitation On Purposes Of Real Estate Investment Trust
  The purposes of a real estate investment trust are limited by Section 3.012. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. ...
• Texas Business Organizations Code Section 2.101 - General Powers
  Except as otherwise provided by this code, a domestic entity has the same powers as an individual to take action necessary or convenient to carry ...
• Texas Business Organizations Code Section 2.102 - Additional Powers Of Nonprofit Entity Or Institution
  To effect its purposes, a domestic nonprofit entity or institution formed for a religious, charitable, educational, or eleemosynary purpose may acquire, own, hold, mortgage, and ...
• Texas Business Organizations Code Section 2.103 - Power To Incur Indebtedness
  (a) Unless otherwise provided by its governing documents or this code, a domestic entity may create indebtedness for any consideration the entity considers appropriate, including: ...
• Texas Business Organizations Code Section 2.104 - Power To Make Guaranties
  (a) In this section, "guaranty" means a mortgage, pledge, security agreement, or other agreement making the domestic entity or its assets secondarily liable for another ...
• Texas Business Organizations Code Section 2.105 - Additional Powers Of Certain Pipeline Businesses
  In addition to the powers provided by the other sections of this subchapter, a corporation, general partnership, limited partnership, limited liability company, or other combination ...
• Texas Business Organizations Code Section 2.106 - Power Of Nonprofit Corporation To Serve As Trustee
  (a) A nonprofit corporation that is described by Section 501(c)(3) or 170(c), Internal Revenue Code, or a corresponding provision of a subsequent federal tax law, ...
• Texas Business Organizations Code Section 2.107 - Standard Tax Provisions For Certain Charitable Nonprofit Corporations; Power To Exclude
  (a) Notwithstanding any conflicting provision of this chapter, Chapter 3, or the certificate of formation and except as provided by Subsection (b), the certificate of ...
• Texas Business Organizations Code Section 2.108 - Powers Of Professional Association
  Except as provided by Title 7, a professional association has the same powers, privileges, duties, restrictions, and liabilities as a for-profit corporation. Acts 2003, 78th ...
• Texas Business Organizations Code Section 2.109 - Powers Of Professional Corporation
  Except as provided by Title 7, a professional corporation has the same powers, privileges, duties, restrictions, and liabilities as a for-profit corporation. Acts 2003, 78th ...
• Texas Business Organizations Code Section 2.110 - Powers Of Cooperative Association
  (a) Except as provided by Chapter 251, a cooperative association may exercise the same powers and privileges and is subject to the same duties, restrictions, ...
• Texas Business Organizations Code Section 2.111 - Limitation On Powers Of Cooperative Association
  Except for the payment of necessary legal fees or promotion expenses, a cooperative association may not directly or indirectly use its funds, issue shares, or ...
• Texas Business Organizations Code Section 2.112 - Stated Powers In Subchapter Sufficient
  A domestic entity is not required to state any of the powers provided to the entity by this subchapter in its governing documents. Acts 2003, ...
• Texas Business Organizations Code Section 2.113 - Limitation On Powers
  (a) This subchapter does not authorize a domestic entity or a managerial official of a domestic entity to exercise a power in a manner inconsistent ...
• Texas Business Organizations Code Section 2.114 - Certificated Indebtedness; Manner Of Issuance; Signature And Seal
  (a) Except as otherwise provided by the governing documents of the domestic entity, this code, or other law, on the issuance by a domestic entity ...
• Texas Business Organizations Code Section 3.001 - Formation And Existence Of Filing Entities
  (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 ...
• Texas Business Organizations Code Section 3.002 - Formation And Existence Of Nonfiling Entities
  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 ...
• Texas Business Organizations Code Section 3.003 - Duration
  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 ...
• Texas Business Organizations Code Section 3.004 - Organizers
  (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 ...
• Texas Business Organizations Code Section 3.005 - Certificate Of Formation
  (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) ...
• Texas Business Organizations Code Section 3.006 - Filings In Case Of Merger Or Conversion
  (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 ...
• Texas Business Organizations Code Section 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 ...
• Texas Business Organizations Code Section 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 ...
• Texas Business Organizations Code Section 3.009 - Supplemental Provisions Required In Certificate Of Formation Of Nonprofit Corporation
  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 ...
• Texas Business Organizations Code Section 3.010 - Supplemental Provisions Required In Certificate Of Formation Of Limited Liability Company
  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 ...
• Texas Business Organizations Code Section 3.011 - Supplemental Provisions Regarding Certificate Of Formation Of Limited Partnership
  (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 ...
• Texas Business Organizations Code Section 3.012 - Supplemental Provisions Required In Certificate Of Formation Of Real Estate Investment Trust
  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 ...
• Texas Business Organizations Code Section 3.013 - Supplemental Provisions Required In Certificate Of Formation Of Cooperative Association
  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 ...
• Texas Business Organizations Code Section 3.014 - Supplemental Provisions Required In Certificate Of Formation Of Professional Entity
  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 ...
• Texas Business Organizations Code Section 3.015 - Supplemental Provisions Required In Certificate Of Formation Of Professional Association
  (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 ...
• Texas Business Organizations Code Section 3.051 - Right To Amend Certificate Of Formation
  (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 ...
• Texas Business Organizations Code Section 3.052 - Procedures To Amend Certificate Of Formation
  (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 ...
• Texas Business Organizations Code Section 3.053 - Certificate Of Amendment
  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) ...
• Texas Business Organizations Code Section 3.054 - Execution Of Certificate Of Amendment Of For-Profit Corporation
  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 ...
• Texas Business Organizations Code Section 3.055 - Supplemental Provisions For Certificate Of Amendment Of Real Estate Investment Trust
  (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 ...
• Texas Business Organizations Code Section 3.056 - Effect Of Filing Of Certificate Of Amendment
  (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. ...
• Texas Business Organizations Code Section 3.057 - Right To Restate Certificate Of Formation
  (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). ...
• Texas Business Organizations Code Section 3.058 - Procedures To Restate Certificate Of Formation
  (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 ...
• Texas Business Organizations Code Section 3.059 - Restated Certificate Of Formation
  (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 ...
• Texas Business Organizations Code Section 3.060 - Supplemental Provisions For Restated Certificate Of Formation For For-Profit Corporation
  (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 ...
• Texas Business Organizations Code Section 3.061 - Supplemental Provisions For Restated Certificate Of Formation For Nonprofit Corporation
  (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 ...
• Texas Business Organizations Code Section 3.062 - Supplemental Provisions For Restated Certificate Of Formation For Real Estate Investment Trust
  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 ...
• Texas Business Organizations Code Section 3.063 - Effect Of Filing Of Restated Certificate Of Formation
  (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) ...
• Texas Business Organizations Code Section 3.101 - Governing Authority
  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 ...
• Texas Business Organizations Code Section 3.102 - Rights Of Governing Persons In Certain Cases
  (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 ...
• Texas Business Organizations Code Section 3.103 - Officers
  (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 ...
• Texas Business Organizations Code Section 3.104 - Removal Of Officers
  (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 ...
• Texas Business Organizations Code Section 3.105 - Rights Of Officers In Certain Cases
  (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, ...
• Texas Business Organizations Code Section 3.151 - Books And Records For All Filing Entities
  (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 ...
• Texas Business Organizations Code Section 3.152 - Governing Person's Right Of Inspection.
  (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 ...
• Texas Business Organizations Code Section 3.153 - Right Of Examination By Owner Or Member
  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 ...
• Texas Business Organizations Code Section 3.201 - Certificated Or Uncertificated Ownership Interest; Applicability
  (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 ...
• Texas Business Organizations Code Section 3.202 - Form And Validity Of Certificates; Enforcement Of Entity's Rights
  (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 ...
• Texas Business Organizations Code Section 3.203 - Signature Requirement
  (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 ...
• Texas Business Organizations Code Section 3.204 - Delivery Requirement
  A domestic entity shall deliver a certificate representing a certificated ownership interest to which the owner is entitled. Acts 2003, 78th Leg., ch. 182, § ...
• Texas Business Organizations Code Section 3.205 - Notice For Uncertificated Ownership Interest
  (a) Except as provided by Subsection (c) and in accordance with Chapter 8, Business & Commerce Code, after issuing or transferring an uncertificated ownership interest, ...
• Texas Business Organizations Code Section 4.001 - Signature And Delivery
  (a) A filing instrument must be: (1) signed by a person authorized by this code to act on behalf of the entity in regard to ...
• Texas Business Organizations Code Section 4.002 - Action By Secretary Of State
  (a) If the secretary of state finds that a filing instrument delivered under Section 4.001 conforms to the provisions of this code that apply to ...
• Texas Business Organizations Code Section 4.003 - Filing Or Issuance Of Reproduction Or Facsimile
  (a) A photographic, photostatic, facsimile, electronic, or similar reproduction of a filing instrument, signature, acknowledgment of filing, or communication may be filed or issued in ...
• Texas Business Organizations Code Section 4.004 - Time For Filing
  Unless this code prescribes a specific period for filing, an entity shall promptly file each filing instrument that this code requires the entity to file. ...
• Texas Business Organizations Code Section 4.005 - Certificates And Certified Copies
  (a) A court, public office, or official body shall accept a certificate issued as provided by this code by the secretary of state or a ...
• Texas Business Organizations Code Section 4.006 - Forms Adopted By Secretary Of State
  (a) The secretary of state may adopt forms for a filing instrument or a report authorized or required by this code to be filed with ...
• Texas Business Organizations Code Section 4.007 - Liability For False Filing Instruments
  (a) A person may recover damages, court costs, and reasonable attorney's fees if the person incurs a loss and: (1) the loss is caused by ...
• Texas Business Organizations Code Section 4.008 - Offense; Penalty
  (a) A person commits an offense if the person signs or directs the filing of a filing instrument that the person knows is materially false ...
• Texas Business Organizations Code Section 4.009 - Filings By Real Estate Investment Trust
  (a) A filing instrument relating to a domestic real estate investment trust must be filed with the county clerk of the county in which the ...
• Texas Business Organizations Code Section 4.051 - General Rule
  A filing instrument submitted to the secretary of state takes effect on filing, except as permitted by Section 4.052 or as provided by the provisions ...
• Texas Business Organizations Code Section 4.052 - Delayed Effectiveness Of Certain Filings
  Except as provided by Section 4.058, a filing instrument may take effect after the time the instrument would otherwise take effect as provided by this ...
• Texas Business Organizations Code Section 4.053 - Conditions For Delayed Effectiveness
  (a) The date and time at which a filing instrument takes effect is delayed if the instrument clearly and expressly states, in addition to any ...
• Texas Business Organizations Code Section 4.054 - Delayed Effectiveness On Future Event Or Fact
  A filing instrument that is to take effect on the occurrence of a future event or fact, other than the passage of time, and for ...
• Texas Business Organizations Code Section 4.055 - Statement Of Event Or Fact
  An entity that files a filing instrument that takes effect on the occurrence of a future event or fact, other than the passage of time, ...
• Texas Business Organizations Code Section 4.056 - Failure To File Statement
  (a) If the effect of a filing instrument is conditioned on the occurrence of a future event or fact, other than the passage of time, ...
• Texas Business Organizations Code Section 4.057 - Abandonment Before Effectiveness
  (a) The parties to a filing instrument may abandon the filing instrument if the instrument has not taken effect. (b) To abandon a filing instrument ...
• Texas Business Organizations Code Section 4.058 - Delayed Effectiveness Not Permitted
  The effect of the following filing instruments may not be delayed: (1) a reservation of name as provided by Subchapter C, Chapter 5; (2) a ...
• Texas Business Organizations Code Section 4.059 - Acknowledgment Of Filing With Delayed Effectiveness
  (a) An acknowledgment of filing issued or other action taken by the secretary of state affirming the filing of a filing instrument that has a ...
• Texas Business Organizations Code Section 4.101 - Correction Of Filings
  (a) A filing instrument that has been filed with the secretary of state that is an inaccurate record of the event or transaction evidenced in ...
• Texas Business Organizations Code Section 4.102 - Limitation On Correction Of Filings
  A filing instrument may be corrected to contain only those statements that this code authorizes or requires to be included in the original instrument. A ...
• Texas Business Organizations Code Section 4.103 - Certificate Of Correction
  The certificate of correction must: (1) state the name of the entity; (2) identify the filing instrument to be corrected by description and date of ...
• Texas Business Organizations Code Section 4.104 - Filing Certificate Of Correction
  The certificate of correction shall be filed with and acted on by the secretary of state as provided by Subchapter A. On filing, the secretary ...
• Texas Business Organizations Code Section 4.105 - Effect Of Certificate Of Correction
  (a) After the secretary of state files the certificate of correction, the filing instrument is considered to have been corrected on the date the filing ...
• Texas Business Organizations Code Section 4.106 - Amendment Of Filings
  A filing instrument that an entity files with the secretary of state may be amended or supplemented to the extent permitted by the provisions of ...
• Texas Business Organizations Code Section 4.151 - Filing Fees: All Entities
  The secretary of state shall impose the following fees: (1) for filing a certificate of correction, $15; (2) for filing an application for reservation or ...
• Texas Business Organizations Code Section 4.152 - Filing Fees: For-Profit Corporations
  For a filing by or for a for-profit corporation, the secretary of state shall impose the following fees: (1) for filing a certificate of formation, ...
• Texas Business Organizations Code Section 4.153 - Filing Fees: Nonprofit Corporations
  For a filing by or for a nonprofit corporation, the secretary of state shall impose the following fees: (1) for filing a certificate of formation, ...
• Texas Business Organizations Code Section 4.154 - Filing Fees: Limited Liability Companies
  For a filing by or for a limited liability company, the secretary of state shall impose the same fee as the filing fee for a ...
• Texas Business Organizations Code Section 4.155 - Filing Fees: Limited Partnerships
  For a filing by or for a limited partnership, the secretary of state shall impose the following fees: (1) for filing a certificate of formation ...
• Texas Business Organizations Code Section 4.156 - Filing Fees: Professional Associations
  For a filing by or for a professional association, the secretary of state shall impose the following fees: (1) for filing a certificate of formation ...
• Texas Business Organizations Code Section 4.157 - Filing Fees: Professional Corporations
  For a filing by or for a professional corporation, the secretary of state shall impose the same fee as the filing fee for a similar ...
• Texas Business Organizations Code Section 4.158 - Filing Fees: General Partnerships
  For a filing by or for a general partnership, the secretary of state shall impose the following fees: (1) for filing a limited liability partnership ...
• Texas Business Organizations Code Section 4.159 - Filing Fees: Nonprofit Associations
  For a filing by or for a nonprofit association, the secretary of state shall impose the following fees: (1) for filing a statement appointing an ...
• Texas Business Organizations Code Section 4.160 - Filing Fees: Foreign Filing Entities
  For a filing by or for a foreign filing entity when no other fee has been provided, the secretary of state shall impose the same ...
• Texas Business Organizations Code Section 4.161 - Filing Fees: Cooperative Associations
  For a filing by or for a cooperative association, the secretary of state shall impose the same fee as the filing fee for a similar ...
• Texas Business Organizations Code Section 5.001 - Effect On Rights Under Other Law
  (a) The filing of a certificate of formation by a filing entity under this code, an application for registration by a foreign filing entity under ...
• Texas Business Organizations Code Section 5.051 - Assumed Name
  A domestic entity or a foreign entity having authority to transact business in this state may transact business under an assumed name by filing an ...
• Texas Business Organizations Code Section 5.052 - Unauthorized Purpose In Name Prohibited
  A filing entity or a foreign filing entity may not have a name that contains any word or phrase that indicates or implies that the ...
• Texas Business Organizations Code Section 5.053 - Identical And Deceptively Similar Names Prohibited
  (a) A filing entity may not have a name, and a foreign filing entity may not register to transact business in this state under a ...
• Texas Business Organizations Code Section 5.054 - Name Of Corporation, Foreign Corporation, Or Professional Corporation
  (a) The name of a corporation or foreign corporation must contain: (1) the word "company," "corporation," "incorporated," or "limited"; or (2) an abbreviation of one ...
• Texas Business Organizations Code Section 5.055 - Name Of Limited Partnership Or Foreign Limited Partnership
  (a) The name of a limited partnership or foreign limited partnership must contain: (1) the word "limited"; (2) the phrase "limited partnership"; or (3) an ...
• Texas Business Organizations Code Section 5.056 - Name Of Limited Liability Company Or Foreign Limited Liability Company
  (a) The name of a limited liability company or a foreign limited liability company doing business in this state must contain: (1) the phrase "limited ...
• Texas Business Organizations Code Section 5.057 - Name Of Cooperative Association
  (a) The name of a cooperative association must contain: (1) the word "cooperative"; or (2) an abbreviation of that word. (b) A domestic or foreign ...
• Texas Business Organizations Code Section 5.058 - Name Of Professional Association
  The name of a professional association must contain: (1) the word "associated" "associates," or " association"; (2) the phrase "professional association"; or (3) an abbreviation ...
• Texas Business Organizations Code Section 5.059 - Name Of Professional Limited Liability Company
  (a) The name of a professional limited liability company must contain: (1) the phrase "professional limited liability company"; or (2) an abbreviation of that phrase. ...
• Texas Business Organizations Code Section 5.060 - Name Of Professional Entity; Conflicts With Other Law Or Ethical Rule
  The name of a professional entity must not be contrary to a statute or regulation that governs a person who provides a professional service through ...
• Texas Business Organizations Code Section 5.061 - Name Containing "Lotto" Or "Lottery" Prohibited
  A filing entity or a foreign filing entity may not have a name that contains the word "lotto" or "lottery." Acts 2003, 78th Leg., ch. ...
• Texas Business Organizations Code Section 5.062 - Veterans Organizations; Unauthorized Use Of Name
  (a) Subject to Subsection (b), a filing entity may not have a name that: (1) reasonably implies that the entity is created by or for ...
• Texas Business Organizations Code Section 5.063 - Name Of Limited Liability Partnership
  (a) The name of a domestic or foreign limited liability partnership must contain: (1) the phrase "limited liability partnership"; or (2) an abbreviation of the ...
• Texas Business Organizations Code Section 5.101 - Application For Reservation Of Name
  (a) Any person may file an application with the secretary of state to reserve the exclusive use of a name under this chapter. (b) The ...
• Texas Business Organizations Code Section 5.102 - Reservation Of Certain Names Prohibited; Exceptions
  (a) The secretary of state may not reserve a name that is the same as, or that the secretary of state considers deceptively similar or ...
• Texas Business Organizations Code Section 5.103 - Action On Application
  If the secretary of state determines that the name specified in the application is eligible for reservation, the secretary shall reserve that name for the ...
• Texas Business Organizations Code Section 5.104 - Duration Of Reservation Of Name
  The secretary of state shall reserve the name for the applicant until the earlier of: (1) the 121st day after the date the application is ...
• Texas Business Organizations Code Section 5.1041 - Prohibition On Fee For Withdrawal Of Reservation Of Name
  The secretary of state may not impose a fee for the filing of a written notice of withdrawal of a reservation of name. Added by ...
• Texas Business Organizations Code Section 5.105 - Renewal Of Reservation
  A person may renew the person's reservation of a name under this subchapter for successive 120-day periods if, during the 30-day period preceding the expiration ...
• Texas Business Organizations Code Section 5.106 - Transfer Of Reservation Of Name
  (a) A person may transfer the person's reservation of a name by filing with the secretary of state a notice of transfer. (b) The notice ...
• Texas Business Organizations Code Section 5.151 - Application By Certain Entities For Registration Of Name
  An organization that is authorized to do business in this state as a bank, trust company, savings association, or insurance company, or that is a ...
• Texas Business Organizations Code Section 5.152 - Application For Registration Of Name
  (a) To register a name under this subchapter, an organization must file an application with the secretary of state. (b) The application must: (1) state ...
• Texas Business Organizations Code Section 5.153 - Certain Registrations Prohibited; Exceptions
  (a) The secretary of state may not register a name that is the same as, or that the secretary of state determines to be deceptively ...
• Texas Business Organizations Code Section 5.154 - Duration Of Registration Of Name
  The registration of a name under this subchapter is effective until the earlier of: (1) the first anniversary of the date the application is accepted ...
• Texas Business Organizations Code Section 5.155 - Renewal Of Registration
  A person may renew the person's registration of a name under this subchapter for successive one-year periods if, during the 90-day period preceding the expiration ...
• Texas Business Organizations Code Section 5.201 - Designation And Maintenance Of Registered Agent And Registered Office
  (a) Each filing entity and each foreign filing entity shall designate and continuously maintain in this state: (1) a registered agent; and (2) a registered ...
• Texas Business Organizations Code Section 5.202 - Change By Entity To Registered Office Or Registered Agent
  (a) A filing entity or foreign filing entity may change its registered office, its registered agent, or both by filing a statement of the change ...
• Texas Business Organizations Code Section 5.203 - Change By Registered Agent To Name Or Address Of Registered Office
  (a) The registered agent of a filing entity or a foreign filing entity may change its name, its address as the address of the entity's ...
• Texas Business Organizations Code Section 5.204 - Resignation Of Registered Agent
  (a) A registered agent of a filing entity or a foreign filing entity may resign as the registered agent by giving notice to that entity ...
• Texas Business Organizations Code Section 5.251 - Failure To Designate Registered Agent
  The secretary of state is an agent of an entity for purposes of service of process, notice, or demand on the entity if: (1) the ...
• Texas Business Organizations Code Section 5.252 - Service On Secretary Of State
  (a) Service on the secretary of state under Section 5.251 is effected by: (1) delivering to the secretary duplicate copies of the process, notice, or ...
• Texas Business Organizations Code Section 5.253 - Action By Secretary Of State
  (a) After service in compliance with Section 5.252, the secretary of state shall immediately send one of the copies of the process, notice, or demand ...
• Texas Business Organizations Code Section 5.254 - Required Records Of Secretary Of State
  The secretary of state shall keep a record of each process, notice, or demand served on the secretary under this subchapter and shall record: (1) ...
• Texas Business Organizations Code Section 5.255 - Agent For Service Of Process, Notice, Or Demand As Matter Of Law
  For the purpose of service of process, notice, or demand: (1) the president and each vice president of a domestic or foreign corporation is an ...
• Texas Business Organizations Code Section 5.256 - Other Means Of Service Not Precluded
  This chapter does not preclude other means of service of process, notice, or demand on a domestic or foreign entity as provided by other law. ...
• Texas Business Organizations Code Section 5.257 - Service Of Process By Political Subdivision
  (a) A process, notice, or demand required or permitted by law to be served by a political subdivision of this state or by a person, ...
• Texas Business Organizations Code Section 6.001 - Location Of Meetings
  (a) Meetings of the owners or members of a domestic entity may be held at locations in or outside the state as: (1) provided by ...
• Texas Business Organizations Code Section 6.002 - Alternative Forms Of Meetings
  (a) Subject to this code and the governing documents of a domestic entity, the owners, members, or governing persons of the entity, or a committee ...
• Texas Business Organizations Code Section 6.003 - Participation Constitutes Presence
  A person participating in a meeting is considered present at the meeting, unless the participation is for the express purpose of objecting to the transaction ...
• Texas Business Organizations Code Section 6.051 - General Notice Requirements
  (a) Subject to this code and the governing documents of the entity, notice of a meeting of the owners, members, or governing persons of a ...
• Texas Business Organizations Code Section 6.052 - Waiver Of Notice
  (a) Notice of a meeting is not required to be given to an owner, member, or governing person of a domestic entity, or a member ...
• Texas Business Organizations Code Section 6.053 - Exception
  (a) Notice of a meeting is not required to be given to an owner or member of a filing entity entitled to notice under this ...
• Texas Business Organizations Code Section 6.101 - Record Date For Purpose Other Than Written Consent To Action
  (a) Subject to this code, the governing documents of a domestic entity may provide the record date, or the manner of determining the record date, ...
• Texas Business Organizations Code Section 6.102 - Record Date For Written Consent To Action
  (a) Subject to this code and the governing documents of an entity, the governing authority of the entity may provide the record date for determining ...
• Texas Business Organizations Code Section 6.103 - Record Date For Suspended Distributions
  (a) In this section, "distribution" includes a distribution that: (1) was payable to an owner or member but not paid and was held in suspension ...
• Texas Business Organizations Code Section 6.151 - Manner Of Voting Of Interests
  Subject to the title governing the domestic entity, voting of interests of a domestic entity must be conducted in the manner provided by the governing ...
• Texas Business Organizations Code Section 6.152 - Voting Of Interests Owned By Entity
  (a) Except as provided by Subsection (b), an ownership interest owned by the entity that is the issuer of the interest, or by its direct ...
• Texas Business Organizations Code Section 6.153 - Voting Of Interests Owned By Another Entity
  An ownership interest in an entity owned by another entity, whether a domestic or foreign entity, may be voted by the officer, agent, or proxy ...
• Texas Business Organizations Code Section 6.154 - Voting Of Interests In An Estate Or Trust
  (a) An administrator, executor, guardian, or conservator of an estate who holds an ownership interest as part of the estate may vote the interest without ...
• Texas Business Organizations Code Section 6.155 - Voting Of Interests By Receiver
  (a) A receiver may vote an ownership interest standing in the name of the receiver. (b) A receiver may vote an ownership interest held by ...
• Texas Business Organizations Code Section 6.156 - Voting Of Pledged Interests
  A pledged ownership interest may be voted by: (1) the owner of the pledged interest until the interest is transferred into the pledgee's name; and ...
• Texas Business Organizations Code Section 6.201 - Unanimous Written Consent To Action
  (a) This section applies to any action required or authorized to be taken under this code or the governing documents of a filing entity at ...
• Texas Business Organizations Code Section 6.202 - Action By Less Than Unanimous Written Consent
  (a) This section applies to any action required or authorized to be taken under this code or the governing documents of a filing entity at ...
• Texas Business Organizations Code Section 6.203 - Delivery Of Less Than Unanimous Written Consent
  (a) A written consent signed by an owner or member of a filing entity as provided by Section 6.202, if the consent is not solicited ...
• Texas Business Organizations Code Section 6.204 - Advance Notice Not Required
  Advance notice is not required to be given to take an action by written consent as provided by this subchapter. Acts 2003, 78th Leg., ch. ...
• Texas Business Organizations Code Section 6.205 - Reproduction Of Consent
  Any photographic, photostatic, facsimile, or similarly reliable reproduction of a consent in writing signed by an owner, member, or governing person of a filing entity ...
• Texas Business Organizations Code Section 6.251 - Voting Trusts
  (a) Except as provided by this code or the governing documents, any number of owners of an entity may enter into a written voting trust ...
• Texas Business Organizations Code Section 6.252 - Voting Agreements
  (a) Except as provided by this code or the governing documents, any number of owners of an entity, or any number of owners of the ...
• Texas Business Organizations Code Section 6.301 - Applicability Of Chapter To Partnerships
  This chapter does not apply to a general partnership or a limited partnership except to the extent its governing documents specify. Acts 2003, 78th Leg., ...
• Texas Business Organizations Code Section 6.302 - Applicability Of Subchapters C And D To Limited Liability Companies
  Subchapters C and D do not apply to a limited liability company except to the extent its governing documents specify. Acts 2003, 78th Leg., ch. ...
• Texas Business Organizations Code Section 7.001 - Limitation Of Liability Of Governing Person
  (a) Subsections (b) and (c) apply to: (1) a domestic entity other than a partnership or limited liability company; (2) another organization incorporated or organized ...
• Texas Business Organizations Code Section 8.001 - Definitions
  In this chapter: (1) "Delegate" means a person who, while serving as a governing person of an enterprise, is or was serving as a representative ...
• Texas Business Organizations Code Section 8.002 - Application Of Chapter
  (a) Except as provided by Subsection (b), this chapter does not apply to a: (1) general partnership; or (2) limited liability company. (b) The governing ...
• Texas Business Organizations Code Section 8.003 - Limitations In Governing Documents
  (a) The certificate of formation of an enterprise may restrict the circumstances under which the enterprise must or may indemnify or may advance expenses to ...
• Texas Business Organizations Code Section 8.004 - Limitations In Chapter
  Except as provided in Section 8.151, a provision for an enterprise to indemnify or advance expenses to a governing person is valid only to the ...
• Texas Business Organizations Code Section 8.051 - Mandatory Indemnification
  (a) An enterprise shall indemnify a governing person, former governing person, or delegate against reasonable expenses actually incurred by the person in connection with a ...
• Texas Business Organizations Code Section 8.052 - Court-Ordered Indemnification
  (a) On application of a governing person, former governing person, or delegate and after notice is provided as required by the court, a court may ...
• Texas Business Organizations Code Section 8.101 - Permissive Indemnification
  (a) An enterprise may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in ...
• Texas Business Organizations Code Section 8.102 - General Scope Of Permissive Indemnification
  (a) Subject to Subsection (b), an enterprise may indemnify a governing person, former governing person, or delegate against: (1) a judgment; and (2) expenses, other ...
• Texas Business Organizations Code Section 8.103 - Manner For Determining Permissive Indemnification
  (a) Except as provided by Subsections (b) and (c), the determinations required under Section 8.101(a) must be made by: (1) a majority vote of the ...
• Texas Business Organizations Code Section 8.104 - Advancement Of Expenses To Present Governing Persons Or Delegates
  (a) An enterprise may pay or reimburse reasonable expenses incurred by a present governing person or delegate who was, is, or is threatened to be ...
• Texas Business Organizations Code Section 8.105 - Indemnification Of And Advancement Of Expenses To Persons Other Than Governing Persons
  (a) Notwithstanding any other provision of this chapter but subject to Section 8.003 and to the extent consistent with other law, an enterprise may indemnify ...
• Texas Business Organizations Code Section 8.106 - Permissive Indemnification Of And Reimbursement Of Expenses To Witnesses
  Notwithstanding any other provision of this chapter, an enterprise may pay or reimburse reasonable expenses incurred by a governing person, officer, employee, agent, delegate, or ...
• Texas Business Organizations Code Section 8.151 - Insurance And Other Arrangements
  (a) Notwithstanding any other provision of this chapter, an enterprise may purchase or procure or establish and maintain insurance or another arrangement to indemnify or ...
• Texas Business Organizations Code Section 8.152 - Reports Of Indemnification And Advances
  (a) An enterprise shall report in writing to the owners or members of the enterprise an indemnification of or advance of expenses to a governing ...
• Texas Business Organizations Code Section 9.001 - Foreign Entities Required To Register
  (a) To transact business in this state, a foreign entity must register under this chapter if the entity: (1) is a foreign corporation, foreign limited ...
• Texas Business Organizations Code Section 9.002 - Foreign Entities Not Required To Register
  (a) A foreign entity not described by Section 9.001(a) may transact business in this state without registering under this chapter. (b) Subsection (a) does not ...
• Texas Business Organizations Code Section 9.003 - Permissive Registration
  A foreign entity that is eligible under other law of this state to register to transact business in this state, but that is not registered ...
• Texas Business Organizations Code Section 9.004 - Registration Procedure
  (a) A foreign filing entity registers by filing an application for registration as provided by Chapter 4. (b) The application must state: (1) the entity's ...
• Texas Business Organizations Code Section 9.006 - Supplemental Information Required In Application For Registration Of Foreign Nonprofit Corporation
  In addition to the information required by Section 9.004, a foreign nonprofit corporation's application for registration must state: (1) the names and addresses of the ...
• Texas Business Organizations Code Section 9.007 - Application For Registration Of Foreign Limited Liability Partnership
  (a) A foreign limited liability partnership registers by filing an application for registration under this section as provided by Chapter 4. (b) The application for ...
• Texas Business Organizations Code Section 9.008 - Effect Of Registration
  (a) The registration of a foreign entity other than a foreign limited liability partnership is effective when the application filed under Chapter 4 takes effect. ...
• Texas Business Organizations Code Section 9.009 - Amendments To Registration
  (a) A foreign filing entity must amend its registration to change its name or the business or activity stated in its application for registration if ...
• Texas Business Organizations Code Section 9.010 - Name Change Of Foreign Filing Entity
  If a foreign filing entity authorized to conduct affairs in this state changes its name to a name that would cause the entity to be ...
• Texas Business Organizations Code Section 9.011 - Voluntary Withdrawal Of Registration
  (a) A foreign filing entity or foreign limited liability partnership registered in this state may withdraw the entity's or partnership's registration at any time by ...
• Texas Business Organizations Code Section 9.051 - Transacting Business Or Maintaining Court Proceeding Without Registration
  (a) On application by the attorney general, a court may enjoin a foreign filing entity or the entity's agent from transacting business in this state ...
• Texas Business Organizations Code Section 9.052 - Civil Penalty
  (a) A foreign filing entity that transacts business in this state and is not registered under this chapter is liable to this state for a ...
• Texas Business Organizations Code Section 9.053 - Venue
  In addition to any other venue authorized by law, a suit under Section 9.051 or 9.052 may be brought in Travis County. Acts 2003, 78th ...
• Texas Business Organizations Code Section 9.054 - Late Filing Fee
  The secretary of state may collect from a foreign filing entity a late filing fee equal to the registration fee for the entity for each ...
• Texas Business Organizations Code Section 9.055 - Requirements Of Other Law
  This chapter does not excuse a foreign entity from complying with duties imposed under other law, including other chapters of this code, relating to filing ...
• Texas Business Organizations Code Section 9.101 - Revocation Of Registration By Secretary Of State
  (a) If it appears to the secretary of state that, with respect to a foreign filing entity, a circumstance described by Subsection (b) exists, the ...
• Texas Business Organizations Code Section 9.102 - Certificate Of Revocation
  (a) If revocation of a registration is required, the secretary of state shall: (1) file a certificate of revocation; and (2) deliver a certificate of ...
• Texas Business Organizations Code Section 9.103 - Reinstatement By Secretary Of State After Revocation
  (a) The secretary of state shall reinstate the registration of an entity that has been revoked under this subchapter if the entity files an application ...
• Texas Business Organizations Code Section 9.104 - Procedures For Reinstatement
  (a) A foreign filing entity, to have its registration reinstated, must complete the requirements of this section not later than the third anniversary of the ...
• Texas Business Organizations Code Section 9.105 - Use Of Name Similar To Previously Registered Name
  If the secretary of state determines that a foreign filing entity's name or the name under which it is registered to transact business in this ...
• Texas Business Organizations Code Section 9.106 - Reinstatement Of Registration Following Tax Forfeiture
  A foreign filing entity whose registration has been revoked under the provisions of the Tax Code must follow the procedures in the Tax Code to ...
• Texas Business Organizations Code Section 9.151 - Revocation Of Registration By Court Action
  (a) A court may revoke the registration of a foreign filing entity if, as a result of an action brought under Section 9.153, the court ...
• Texas Business Organizations Code Section 9.152 - Notification Of Cause By Secretary Of State
  (a) The secretary of state shall provide to the attorney general: (1) the name of a foreign filing entity that has given cause under Section ...
• Texas Business Organizations Code Section 9.153 - Filing Of Action By Attorney General
  The attorney general shall file an action against a foreign filing entity in the name of the state seeking the revocation of the entity's registration ...
• Texas Business Organizations Code Section 9.154 - Cure Before Final Judgment
  An action filed by the attorney general under Section 9.153 shall be abated if, before a district court renders judgment on the action, the foreign ...
• Texas Business Organizations Code Section 9.155 - Judgment Requiring Revocation
  If a district court finds in an action brought under this subchapter that proper grounds exist under Section 9.151(a) for revocation of the foreign filing ...
• Texas Business Organizations Code Section 9.156 - Stay Of Judgment
  (a) If, in an action brought under this subchapter, a foreign filing entity has proved by a preponderance of the evidence and obtained a finding ...
• Texas Business Organizations Code Section 9.157 - Opportunity For Cure After Affirmation Of Findings By Appeals Court
  (a) An appellate court that affirms a trial court's findings against a foreign filing entity under this subchapter shall remand the case to the trial ...
• Texas Business Organizations Code Section 9.158 - Jurisdiction And Venue
  (a) The attorney general shall bring an action for the revocation of the registration of a foreign filing entity under this subchapter in: (1) a ...
• Texas Business Organizations Code Section 9.159 - Process In State Action
  Citation in an action for the involuntary revocation of a foreign filing entity's registration under this subchapter shall be issued and served as provided by ...
• Texas Business Organizations Code Section 9.160 - Publication Of Notice
  (a) If process in an action under this subchapter is returned not found, the attorney general shall publish notice in a newspaper in the county ...
• Texas Business Organizations Code Section 9.161 - Filing Of Decree Of Revocation Against Foreign Filing Entity
  (a) The clerk of a court that enters a decree revoking the registration of a foreign filing entity shall file a certified copy of the ...
• Texas Business Organizations Code Section 9.162 - Applicability Of Subchapter To Foreign Limited Liability Partnerships
  This subchapter applies to a partnership registered as a foreign limited liability partnership to the same extent as it applies to a foreign filing entity. ...
• Texas Business Organizations Code Section 9.201 - Business Of Foreign Entity
  A foreign entity may not conduct in this state a business or activity that is not permitted by this code to be transacted by the ...
• Texas Business Organizations Code Section 9.202 - Rights And Privileges
  A foreign nonfiling entity or a foreign filing entity registered under this chapter enjoys the same but no greater rights and privileges as the domestic ...
• Texas Business Organizations Code Section 9.203 - Obligations And Liabilities
  Subject to this code and other laws of this state and except as provided by Subchapter C, Chapter 1, in any matter that affects the ...
• Texas Business Organizations Code Section 9.204 - Right Of Foreign Entity To Participate In Business Of Certain Domestic Entities
  A vote cast or consent provided by a foreign entity with respect to its ownership or membership interest in a domestic entity of which the ...
• Texas Business Organizations Code Section 9.251 - Activities Not Constituting Transacting Business In This State
  For purposes of this chapter, activities that do not constitute transaction of business in this state include: (1) maintaining or defending an action or suit ...
• Texas Business Organizations Code Section 9.252 - Other Activities
  The list provided by Section 9.251 is not exclusive of activities that do not constitute transacting business in this state for the purposes of this ...
• Texas Business Organizations Code Section 9.301 - Applicability Of Code To Certain Foreign Entities
  (a) Except as provided by a statute described by this subsection, the provisions of this code governing a foreign entity apply to a foreign entity ...
• Texas Business Organizations Code Section 10.001 - Adoption Of Plan Of Merger
  (a) A domestic entity may effect a merger by complying with the applicable provisions of this code. A merger must be set forth in a ...
• Texas Business Organizations Code Section 10.002 - Plan Of Merger: Required Provisions
  (a) A plan of merger must include: (1) the name of each organization that is a party to the merger; (2) the name of each ...
• Texas Business Organizations Code Section 10.003 - Contents Of Plan Of Merger: More Than One Successor
  If more than one organization is to survive or to be created by the plan of merger, the plan of merger must include: (1) the ...
• Texas Business Organizations Code Section 10.004 - Plan Of Merger: Permissive Provisions
  A plan of merger may include: (1) amendments to the governing documents of any surviving organization; (2) provisions relating to an interest exchange, including a ...
• Texas Business Organizations Code Section 10.005 - Creation Of Holding Company By Merger
  (a) In this section: (1) "Direct or indirect wholly owned subsidiary" means, with respect to a domestic entity, another domestic entity, all of the outstanding ...
• Texas Business Organizations Code Section 10.006 - Short Form Merger
  (a) A parent organization that owns at least 90 percent of the outstanding ownership or membership interests of each class and series of each of ...
• Texas Business Organizations Code Section 10.007 - Effectiveness Of Merger
  Except as otherwise provided by Subchapter B, Chapter 4, a merger takes effect at the time provided by the plan of merger, except that a ...
• Texas Business Organizations Code Section 10.008 - Effect Of Merger
  (a) When a merger takes effect: (1) the separate existence of each domestic entity that is a party to the merger, other than a surviving ...
• Texas Business Organizations Code Section 10.009 - Special Provisions Applying To Partnership Mergers
  (a) A partner of a domestic partnership that is a party to a merger does not become liable as a result of the merger for ...
• Texas Business Organizations Code Section 10.010 - Special Provisions Applying To Nonprofit Corporation Mergers
  (a) A domestic nonprofit corporation may not merge into another entity if the domestic nonprofit corporation would, because of the merger, lose or impair its ...
• Texas Business Organizations Code Section 10.051 - Interest Exchanges
  (a) For the purpose of acquiring all of the outstanding ownership or membership interests of one or more classes or series of one or more ...
• Texas Business Organizations Code Section 10.052 - Plan Of Exchange: Required Provisions
  (a) A plan of exchange must include: (1) the name of each domestic entity the ownership or membership interests of which are to be acquired; ...
• Texas Business Organizations Code Section 10.053 - Plan Of Exchange: Permissive Provisions
  A plan of exchange may include any other provisions not required by Section 10.052 relating to the interest exchange. Acts 2003, 78th Leg., ch. 182, ...
• Texas Business Organizations Code Section 10.054 - Effectiveness Of Exchange
  Except as otherwise provided by Subchapter B, Chapter 4, an interest exchange takes effect at the time provided in the plan of exchange or otherwise ...
• Texas Business Organizations Code Section 10.055 - General Effect Of Interest Exchange
  When an interest exchange takes effect: (1) the ownership or membership interest of each acquired organization is exchanged as provided in the plan of exchange, ...
• Texas Business Organizations Code Section 10.056 - Special Provisions Applying To Partnerships
  To effect an interest exchange: (1) the partnership agreement of each domestic partnership whose partnership interests are to be acquired pursuant to the plan of ...
• Texas Business Organizations Code Section 10.101 - Conversion Of Domestic Entities
  (a) A domestic entity may convert into a different type of domestic entity or a non-code organization by adopting a plan of conversion. (b) To ...
• Texas Business Organizations Code Section 10.102 - Conversion Of Non-Code Organizations
  (a) A non-code organization may convert into a domestic entity by adopting a plan of conversion as provided by this section. (b) To effect a ...
• Texas Business Organizations Code Section 10.103 - Plan Of Conversion: Required Provisions
  (a) A plan of conversion must include: (1) the name of the converting entity; (2) the name of the converted entity; (3) a statement that ...
• Texas Business Organizations Code Section 10.104 - Plan Of Conversion: Permissive Provisions
  A plan of conversion may include other provisions relating to the conversion that are not inconsistent with law. Acts 2003, 78th Leg., ch. 182, § ...
• Texas Business Organizations Code Section 10.105 - Effectiveness Of Conversion
  Except as otherwise provided by Subchapter B, Chapter 4, a conversion takes effect at the time provided by the plan of conversion, except that a ...
• Texas Business Organizations Code Section 10.106 - General Effect Of Conversion
  When a conversion takes effect: (1) the converting entity continues to exist without interruption in the organizational form of the converted entity rather than in ...
• Texas Business Organizations Code Section 10.107 - Special Provisions Applying To Partnership Conversions
  (a) If a partnership is formed under a plan of conversion under this code, the existence of the partnership as a partnership begins when the ...
• Texas Business Organizations Code Section 10.108 - Special Provisions Applying To Nonprofit Corporation Conversions
  A domestic nonprofit corporation may not convert into a for-profit entity. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. ...
• Texas Business Organizations Code Section 10.151 - Certificate Of Merger And Exchange
  (a) After approval of a plan of merger or a plan of exchange as provided by this code, a certificate of merger, which may also ...
• Texas Business Organizations Code Section 10.152 - Certificate Of Merger: Short Form Merger
  (a) The certificate of merger for a merger under Section 10.006 is required to be signed only by an officer or other authorized representative of ...
• Texas Business Organizations Code Section 10.153 - Filing Of Certificate Of Merger Or Exchange
  (a) If a certificate of merger or exchange is required to be filed, the certificate of merger or exchange must be filed in accordance with ...
• Texas Business Organizations Code Section 10.154 - Certificate Of Conversion
  (a) After approval of a plan of conversion as provided by this code, a certificate of conversion must be filed for the conversion to become ...
• Texas Business Organizations Code Section 10.155 - Filing Of Certificate Of Conversion
  (a) If a certificate of conversion is required to be filed, the certificate of conversion must be filed in accordance with Chapter 4. If the ...
• Texas Business Organizations Code Section 10.156 - Acceptance Of Certificate For Filing
  The filing officer may not accept a certificate of merger, exchange, or conversion for filing if: (1) the filing officer finds that the certificate of ...
• Texas Business Organizations Code Section 10.201 - Abandonment Of Plan Of Merger, Exchange, Or Conversion
  After a merger, interest exchange, or conversion is approved as provided by this code, and at any time before the merger, interest exchange, or conversion ...
• Texas Business Organizations Code Section 10.202 - Abandonment After Filing
  If a certificate of merger, exchange, or conversion has been filed, the merger, interest exchange, or conversion may be abandoned before its effectiveness in accordance ...
• Texas Business Organizations Code Section 10.203 - Abandonment If No Filing Required
  (a) If no filing is required by this chapter for the abandonment of a merger, interest exchange, or conversion, the merger, interest exchange, or conversion ...
• Texas Business Organizations Code Section 10.251 - General Power Of Domestic Entity To Sell, Lease, Or Convey Property
  (a) Subject to any approval required by this code or the governing documents of the domestic entity, a domestic entity may transfer and convey by ...
• Texas Business Organizations Code Section 10.252 - No Approval Required For Certain Dispositions Of Property
  Except as otherwise provided by this code, the governing documents of the domestic entity, or specific limitations established by the governing authority, a sale, lease, ...
• Texas Business Organizations Code Section 10.253 - Recording Instrument Conveying Real Property Of Domestic Entity
  (a) A deed or other instrument executed by a domestic entity that conveys an interest in real property may be recorded in the same manner ...
• Texas Business Organizations Code Section 10.254 - Disposition Of Property Not A Merger Or Conversion; Liability
  (a) A disposition of all or part of the property of a domestic entity, regardless of whether the disposition requires the approval of the entity's ...
• Texas Business Organizations Code Section 10.301 - Reorganization Under Bankruptcy And Similar Laws
  (a) A trustee appointed for a domestic entity that is being reorganized under a federal statute, the designated officers of a domestic entity being reorganized ...
• Texas Business Organizations Code Section 10.302 - Signing Of Documents
  A trustee appointed for a domestic entity being reorganized under a federal statute, the designated officers of a domestic entity being reorganized under a federal ...
• Texas Business Organizations Code Section 10.303 - Reorganization With Other Entities
  If a domestic entity or non-code organization that is not being reorganized under a federal statute merges or exchanges an interest with a domestic entity ...
• Texas Business Organizations Code Section 10.304 - Right Of Dissent And Appraisal Excluded
  An owner or member of a domestic entity subject to dissenters' rights being reorganized under a federal statute does not have a right to dissent ...
• Texas Business Organizations Code Section 10.305 - After Final Decree
  This subchapter does not apply after the entry of a final decree in a reorganization case under a federal statute even though the court that ...
• Texas Business Organizations Code Section 10.306 - Chapter Cumulative Of Other Changes
  This chapter does not preclude other changes in a domestic entity or its ownership or membership interests or securities by a plan of reorganization ordered ...
• Texas Business Organizations Code Section 10.351 - Applicability Of Subchapter
  (a) This subchapter does not apply to a fundamental business transaction of a domestic entity if, immediately before the effective date of the fundamental business ...
• Texas Business Organizations Code Section 10.352 - Definitions
  In this subchapter: (1) "Dissenting owner" means an owner of an ownership interest in a domestic entity subject to dissenters' rights who: (A) provides notice ...
• Texas Business Organizations Code Section 10.353 - Form And Validity Of Notice
  (a) Notice required under this subchapter: (1) must be in writing; and (2) may be mailed, hand-delivered, or delivered by courier or electronic transmission. (b) ...
• Texas Business Organizations Code Section 10.354 - Rights Of Dissent And Appraisal
  (a) Subject to Subsection (b), an owner of an ownership interest in a domestic entity subject to dissenters' rights is entitled to: (1) dissent from: ...
• Texas Business Organizations Code Section 10.355 - Notice Of Right Of Dissent And Appraisal
  (a) A domestic entity subject to dissenters' rights that takes or proposes to take an action regarding which an owner has a right to dissent ...
• Texas Business Organizations Code Section 10.356 - Procedure For Dissent By Owners As To Actions; Perfection Of Right Of Dissent And Appraisal
  (a) An owner of an ownership interest of a domestic entity subject to dissenters' rights who has the right to dissent and appraisal from any ...
• Texas Business Organizations Code Section 10.357 - Withdrawal Of Demand For Fair Value Of Ownership Interest
  (a) An owner may withdraw a demand for the payment of the fair value of an ownership interest made under Section 10.356 before: (1) payment ...
• Texas Business Organizations Code Section 10.358 - Response By Organization To Notice Of Dissent And Demand For Fair Value By Dissenting Owner
  (a) Not later than the 20th day after the date a responsible organization receives a demand for payment made by a dissenting owner in accordance ...
• Texas Business Organizations Code Section 10.359 - Record Of Demand For Fair Value Of Ownership Interest
  (a) A responsible organization shall note in the organization's ownership interest records maintained under Section 3.151 the receipt of a demand for payment from any ...
• Texas Business Organizations Code Section 10.360 - Rights Of Transferee Of Certain Ownership Interest
  A transferee of an ownership interest that is the subject of a demand for payment made under Section 10.356 does not acquire additional rights with ...
• Texas Business Organizations Code Section 10.361 - Proceeding To Determine Fair Value Of Ownership Interest And Owners Entitled To Payment; Appointment Of Appraisers
  (a) If a responsible organization rejects the amount demanded by a dissenting owner under Section 10.358 and the dissenting owner and responsible organization are unable ...
• Texas Business Organizations Code Section 10.362 - Computation And Determination Of Fair Value Of Ownership Interest
  (a) For purposes of this subchapter, the fair value of an ownership interest of a domestic entity subject to dissenters' rights is the value of ...
• Texas Business Organizations Code Section 10.363 - Powers And Duties Of Appraiser; Appraisal Procedures
  (a) An appraiser appointed under Section 10.361 has the power and authority that: (1) is granted by the court in the order appointing the appraiser; ...
• Texas Business Organizations Code Section 10.364 - Objection To Appraisal; Hearing
  (a) A dissenting owner or responsible organization may object, based on the law or the facts, to all or part of an appraisal report containing ...
• Texas Business Organizations Code Section 10.365 - Court Costs; Compensation For Appraiser
  (a) An appraiser appointed under Section 10.361 is entitled to a reasonable fee payable from court costs. (b) All court costs shall be allocated between ...
• Texas Business Organizations Code Section 10.366 - Status Of Ownership Interest Held Or Formerly Held By Dissenting Owner
  (a) An ownership interest of an organization acquired by a responsible organization under this subchapter: (1) in the case of a merger, conversion, or interest ...
• Texas Business Organizations Code Section 10.367 - Rights Of Owners Following Termination Of Right Of Dissent
  (a) The rights of a dissenting owner terminate if: (1) the owner withdraws the demand under Section 10.356; (2) the owner's right of dissent is ...
• Texas Business Organizations Code Section 10.368 - Exclusivity Of Remedy Of Dissent And Appraisal
  In the absence of fraud in the transaction, any right of an owner of an ownership interest to dissent from an action and obtain the ...
• Texas Business Organizations Code Section 10.901 - Creditors; Antitrust
  This code does not affect, nullify, or repeal the antitrust laws or abridge any right or rights of any creditor under existing laws. Acts 2003, ...
• Texas Business Organizations Code Section 10.902 - Nonexclusivity
  This chapter does not limit the power of a domestic entity or non-code organization to acquire all or part of the ownership or membership interests ...
• Texas Business Organizations Code Section 11.001 - Definitions
  In this chapter: (1) "Claim" means a right to payment, damages, or property, whether liquidated or unliquidated, accrued or contingent, matured or unmatured. (2) "Event ...
• Texas Business Organizations Code Section 11.051 - Event Requiring Winding Up Of Domestic Entity
  Winding up of a domestic entity is required on: (1) the expiration of the domestic entity's period of duration, if not perpetual; (2) a voluntary ...
• Texas Business Organizations Code Section 11.052 - Winding Up Procedures
  (a) Except as provided by the title of this code governing the domestic entity, on the occurrence of an event requiring winding up of a ...
• Texas Business Organizations Code Section 11.053 - Property Applied To Discharge Liabilities And Obligations
  (a) Except as provided by Subsection (b) and the title of this code governing the domestic entity, a domestic entity in the process of winding ...
• Texas Business Organizations Code Section 11.054 - Court Supervision Of Winding Up Process
  Subject to the other provisions of this code, on application of a domestic entity or an owner or member of a domestic entity, a court ...
• Texas Business Organizations Code Section 11.055 - Court Action Or Proceeding During Winding Up
  During the winding up process, a domestic entity may continue prosecuting or defending a court action or proceeding by or against the domestic entity. Acts ...
• Texas Business Organizations Code Section 11.056 - Supplemental Event Requiring Winding Up Of Limited Liability Company
  In addition to an event listed under Section 11.051, the termination of the continued membership of the last remaining member of a limited liability company ...
• Texas Business Organizations Code Section 11.057 - Supplemental Events Requiring Winding Up Of General Partnership
  (a) An event requiring winding up of a general partnership includes, in addition to any event specified in Section 11.051, the following: (1) in a ...
• Texas Business Organizations Code Section 11.058 - Supplemental Events Requiring Winding Up Of Limited Partnership
  An event requiring the winding up of a limited partnership includes, in addition to any event specified in Section 11.051, the following: (1) written consent ...
• Texas Business Organizations Code Section 11.059 - Supplemental Provisions For Corporations
  For purposes of Section 11.051(3), the event requiring the winding up, dissolution, or termination of a domestic corporation must be specific in: (1) the certificate ...
• Texas Business Organizations Code Section 11.101 - Certificate Of Termination For Filing Entity
  (a) On completion of the winding up process under Subchapter B, a filing entity must file a certificate of termination in accordance with Chapter 4. ...
• Texas Business Organizations Code Section 11.102 - Effectiveness Of Termination Of Filing Entity
  Except as otherwise provided by this chapter, the existence of a filing entity terminates on the filing of a certificate of termination with the filing ...
• Texas Business Organizations Code Section 11.103 - Effectiveness Of Termination Of Nonfiling Entity
  Except as otherwise provided by this chapter, the existence of a nonfiling entity terminates on the completion of the winding up of its business and ...
• Texas Business Organizations Code Section 11.104 - Action By Secretary Of State
  The secretary of state shall remove from its active records a domestic filing entity whose period of duration has expired when the secretary of state ...
• Texas Business Organizations Code Section 11.105 - Supplemental Information Required By Certificate Of Termination Of Nonprofit Corporation
  (a) In addition to the information required by Section 11.101, the certificate of termination filed by a nonprofit corporation that has completed its winding up ...
• Texas Business Organizations Code Section 11.151 - Revocation Of Voluntary Winding Up
  (a) Before the termination of the existence of a domestic entity takes effect, the domestic entity may revoke a voluntary decision to wind up the ...
• Texas Business Organizations Code Section 11.152 - Continuation Of Business Without Winding Up
  (a) Subject to Subsections (c) and (d), a domestic entity to which an event requiring the winding up of the entity occurs as specified by ...
• Texas Business Organizations Code Section 11.153 - Court Revocation Of Fraudulent Termination
  Notwithstanding any provision of this code to the contrary, a court may order the revocation of termination of an entity's existence that was terminated as ...
• Texas Business Organizations Code Section 11.201 - Conditions For Reinstatement
  (a) A terminated entity may be reinstated under this subchapter if: (1) the termination was by mistake or inadvertent; (2) the termination occurred without the ...
• Texas Business Organizations Code Section 11.202 - Procedures For Reinstatement
  (a) To the extent applicable, a terminated entity, to be reinstated, must complete the requirements of this section not later than the third anniversary of ...
• Texas Business Organizations Code Section 11.203 - Use Of Name Similar To Previously Registered Name
  If the secretary of state determines that a filing entity's name contained in a certificate of reinstatement filed under Section 11.202 is the same as, ...
• Texas Business Organizations Code Section 11.204 - Effectiveness Of Reinstatement Of Nonfiling Entity
  The reinstatement of a terminated nonfiling entity takes effect on the approval required by Section 11.202(b). Acts 2003, 78th Leg., ch. 182, § 1, eff. ...
• Texas Business Organizations Code Section 11.205 - Effectiveness Of Reinstatement Of Filing Entity
  The reinstatement of a terminated filing entity that previously filed a certificate of termination takes effect on the filing of the entity's certificate of reinstatement. ...
• Texas Business Organizations Code Section 11.206 - Effect Of Reinstatement
  When the reinstatement of a terminated entity takes effect: (1) the existence of the terminated entity is considered to have continued without interruption from the ...
• Texas Business Organizations Code Section 11.251 - Termination Of Filing Entity By Secretary Of State
  (a) If it appears to the secretary of state that, with respect to a filing entity, a circumstance described by Subsection (b) exists, the secretary ...
• Texas Business Organizations Code Section 11.252 - Certificate Of Termination
  (a) If termination of a filing entity's existence is required, the secretary of state shall: (1) issue a certificate of termination; and (2) deliver a ...
• Texas Business Organizations Code Section 11.253 - Reinstatement By Secretary Of State After Involuntary Termination
  (a) The secretary of state shall reinstate a filing entity that has been involuntarily terminated under this subchapter if the entity files a certificate of ...
• Texas Business Organizations Code Section 11.254 - Reinstatement Of Certificate Of Formation Following Tax Forfeiture
  A filing entity whose certificate of formation has been forfeited under the provisions of the Tax Code must follow the procedures in the Tax Code ...
• Texas Business Organizations Code Section 11.301 - Involuntary Winding Up And Termination Of Filing Entity By Court Action
  (a) A court may enter a decree requiring winding up of a filing entity's business and termination of the filing entity's existence if, as the ...
• Texas Business Organizations Code Section 11.302 - Notification Of Cause By Secretary Of State
  (a) The secretary of state shall provide to the attorney general: (1) the name of a filing entity that has given cause under Section 11.301 ...
• Texas Business Organizations Code Section 11.303 - Filing Of Action By Attorney General
  The attorney general shall file an action against a filing entity in the name of the state seeking termination of the entity's existence if: (1) ...
• Texas Business Organizations Code Section 11.304 - Cure Before Final Judgment
  An action filed by the attorney general under Section 11.303 shall be abated if, before a district court renders judgment on the action, the filing ...
• Texas Business Organizations Code Section 11.305 - Judgment Requiring Winding Up And Termination
  If a district court finds in an action brought under this subchapter that proper grounds exist under Section 11.301(a) for a winding up of a ...
• Texas Business Organizations Code Section 11.306 - Stay Of Judgment
  (a) If, in an action brought under this subchapter, a filing entity has proved by a preponderance of the evidence and obtained a finding that ...
• Texas Business Organizations Code Section 11.307 - Opportunity For Cure After Affirmation Of Findings By Appeals Court
  (a) An appellate court that affirms a trial court's findings against a filing entity under this subchapter shall remand the case to the trial court ...
• Texas Business Organizations Code Section 11.308 - Jurisdiction And Venue
  (a) The attorney general shall bring an action for the involuntary winding up and termination of a filing entity under this subchapter in: (1) a ...
• Texas Business Organizations Code Section 11.309 - Process In State Action
  Citation in an action for the involuntary winding up and termination of a filing entity under this subchapter shall be issued and served as provided ...
• Texas Business Organizations Code Section 11.310 - Publication Of Notice
  (a) If process in an action under this subchapter is returned not found, the attorney general shall publish notice in a newspaper in the county ...
• Texas Business Organizations Code Section 11.311 - Action Allowed After Expiration Of Filing Entity's Duration
  The expiration of a filing entity's period of duration does not, by itself, create a vested right on the part of an owner or creditor ...
• Texas Business Organizations Code Section 11.312 - Compliance By Terminated Entity
  On the decree of a court requiring winding up of a filing entity's business, the filing entity shall comply with: (1) the requirements of the ...
• Texas Business Organizations Code Section 11.313 - Timing Of Termination
  A court may enter a decree under Section 11.301 terminating the existence of a filing entity: (1) when the court considers it necessary or advisable; ...
• Texas Business Organizations Code Section 11.314 - Involuntary Winding Up And Termination Of Partnership Or Limited Liability Company
  A district court in the county in which the registered office or principal place of a domestic partnership or limited liability company is located has ...
• Texas Business Organizations Code Section 11.315 - Filing Of Decree Of Termination Against Filing Entity
  (a) The clerk of a court that enters a decree terminating the existence of a filing entity shall file a certified copy of the decree ...
• Texas Business Organizations Code Section 11.351 - Liability Of Terminated Filing Entity
  A terminated filing entity is liable only for an existing claim. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. ...
• Texas Business Organizations Code Section 11.352 - Deposit With Comptroller Of Amount Due Owners And Creditors Who Are Unknown Or Cannot Be Located
  (a) On the voluntary or involuntary termination of a domestic filing entity, the portion of the entity's assets distributable to creditors or owners who are ...
• Texas Business Organizations Code Section 11.353 - Discharge Of Liability Of Person Responsible For Liquidation
  A person responsible for the distribution in liquidation of a filing entity's assets will be released and discharged from further liability with respect to money ...
• Texas Business Organizations Code Section 11.354 - Payment From Account By Comptroller
  (a) To claim money deposited in an account under Section 11.352, a person must submit to the comptroller satisfactory written proof of the person's right ...
• Texas Business Organizations Code Section 11.355 - Notice Of Escheat; Escheat
  (a) If no claimant has made satisfactory proof of a right to the money within the period prescribed by Section 11.354(a), the comptroller shall publish ...
• Texas Business Organizations Code Section 11.356 - Limited Survival After Termination
  (a) Notwithstanding the termination of a domestic filing entity under this chapter, the terminated filing entity continues in existence until the third anniversary of the ...
• Texas Business Organizations Code Section 11.357 - Governing Persons Of Entity During Limited Survival
  (a) Subject to the provisions of the title governing the terminated filing entity, during the three-year period that a terminated filing entity's existence is continued ...
• Texas Business Organizations Code Section 11.358 - Accelerated Procedure For Existing Claim Resolution
  (a) A terminated filing entity may shorten the period for resolving a person's existing claim against the entity by giving notice by registered or certified ...
• Texas Business Organizations Code Section 11.359 - Extinguishment Of Existing Claim
  (a) Except as provided by Subsection (b), an existing claim by or against a terminated filing entity is extinguished unless an action or proceeding is ...
• Texas Business Organizations Code Section 11.401 - Code Governs
  A receiver may be appointed for a domestic entity or for a domestic entity's property or business only as provided for and on the conditions ...
• Texas Business Organizations Code Section 11.402 - Jurisdiction To Appoint Receiver
  (a) A court that has subject matter jurisdiction over specific property of a domestic or foreign entity that is located in this state and is ...
• Texas Business Organizations Code Section 11.403 - Appointment Of Receiver For Specific Property
  (a) Subject to Subsection (b), and on the application of a person whose right to or interest in any property or fund or the proceeds ...
• Texas Business Organizations Code Section 11.404 - Appointment Of Receiver To Rehabilitate Domestic Entity
  (a) Subject to Subsection (b), a court that has jurisdiction over the property and business of a domestic entity under Section 11.402(b) may appoint a ...
• Texas Business Organizations Code Section 11.405 - Appointment Of Receiver To Liquidate Domestic Entity; Liquidation
  (a) Subject to Subsection (b), a court that has jurisdiction over the property and business of a domestic entity under Section 11.402(b) may order the ...
• Texas Business Organizations Code Section 11.406 - Receivers: Qualifications, Powers, And Duties
  (a) A receiver appointed under this chapter: (1) must be an individual citizen of the United States or an entity authorized to act as receiver; ...
• Texas Business Organizations Code Section 11.407 - Court-Ordered Filing Of Claims
  (a) In a proceeding involving a receivership of the property or business of a domestic entity, the court may require all claimants of the domestic ...
• Texas Business Organizations Code Section 11.408 - Supervising Court; Jurisdiction; Authority
  (a) A court supervising a receivership under this subchapter may, from time to time: (1) make allowances to a receiver or attorney in the proceeding; ...
• Texas Business Organizations Code Section 11.409 - Ancillary Receiverships Of Foreign Entities
  (a) Notwithstanding any provision of this code to the contrary, a district court in the county in which the registered office of a foreign entity ...
• Texas Business Organizations Code Section 11.410 - Receivership For All Property And Business Of Foreign Entity
  (a) A district court may appoint a receiver for all of the property, in and outside this state, of a foreign entity doing business in ...
• Texas Business Organizations Code Section 11.411 - Governing Persons And Owners Not Necessary Parties Defendant
  Governing persons and owners or members of a domestic entity are not necessary parties to an action for a receivership or liquidation of the property ...
• Texas Business Organizations Code Section 11.412 - Decree Of Involuntary Termination
  In an action to liquidate the property and business of a domestic entity, the court shall enter a decree terminating the entity and the existence ...
• Texas Business Organizations Code Section 11.413 - Supplemental Provisions For Application Of Proceeds From Liquidation Of Nonprofit Corporation
  (a) In proceedings under Section 11.405, the property of a nonprofit corporation or the proceeds resulting from a sale, conveyance, or other disposition of its ...
• Texas Business Organizations Code Section 11.414 - Filing Of Decree Of Involuntary Termination Against Filing Entity
  (a) The clerk of a court that enters a decree terminating the existence of a filing entity under this subchapter shall file a certified copy ...
• Texas Business Organizations Code Section 12.001 - Authority Of Secretary Of State
  (a) The secretary of state may adopt procedural rules for the filing of instruments, including the filing of instruments by electronic or other means, authorized ...
• Texas Business Organizations Code Section 12.002 - Interrogatories By Secretary Of State
  (a) As necessary and proper for the secretary of state to determine whether a filing entity or a foreign filing entity has complied with this ...
• Texas Business Organizations Code Section 12.003 - Information Disclosed By Interrogatories
  An interrogatory sent by the secretary of state and the answer to the interrogatory are subject to Chapter 552, Government Code. Acts 2003, 78th Leg., ...
• Texas Business Organizations Code Section 12.004 - Appeals From Secretary Of State
  (a) If the secretary of state does not approve the filing of a filing instrument, the secretary of state shall, before the 11th day after ...
• Texas Business Organizations Code Section 12.151 - Authority Of Attorney General To Examine Books And Records
  Each filing entity and foreign filing entity shall permit the attorney general to inspect, examine, and make copies, as the attorney general considers necessary in ...
• Texas Business Organizations Code Section 12.152 - Request To Examine
  To examine the business of a filing entity or foreign filing entity, the attorney general shall make a written request to a managerial official, who ...
• Texas Business Organizations Code Section 12.153 - Authority To Examine Management Of Entity
  The attorney general may investigate the organization, conduct, and management of a filing entity or foreign filing entity and determine if the entity has been ...
• Texas Business Organizations Code Section 12.154 - Authority To Disclose Information
  Information held by the attorney general and derived in the course of an examination of an entity's records or documents is not public information, is ...
• Texas Business Organizations Code Section 12.155 - Forfeiture Of Business Privileges
  A foreign filing entity or a filing entity that fails or refuses to permit the attorney general to examine or make copies of a record, ...
• Texas Business Organizations Code Section 12.156 - Criminal Penalty
  (a) A managerial official or other individual having the authority to manage the affairs of a filing entity or foreign filing entity commits an offense ...
• Texas Business Organizations Code Section 12.201 - Lien For Law Violations
  (a) If a filing entity or foreign filing entity violates a law of this state, including the law against trusts, monopolies, and conspiracies, or combinations ...
• Texas Business Organizations Code Section 12.251 - Receiver
  In a suit filed by this state against a filing entity or foreign filing entity for the termination of the entity's certificate of formation or ...
• Texas Business Organizations Code Section 12.252 - Foreclosure
  (a) The attorney general may bring suit to foreclose a lien created by this chapter. (b) If a filing entity or a foreign filing entity ...
• Texas Business Organizations Code Section 12.253 - Action Against Insolvent Entity
  When the attorney general is convinced that a filing entity or foreign filing entity is insolvent, the attorney general shall institute quo warranto or other ...
• Texas Business Organizations Code Section 12.254 - Suits By District Or County Attorney
  A district or county attorney shall bring and prosecute a proceeding under Section 12.252 or 12.253 when directed to do so by the attorney general. ...
• Texas Business Organizations Code Section 12.255 - Permission To Sue
  Before a petition may be filed by the attorney general or by a district or county attorney in a suit authorized by Section 12.252 or ...
• Texas Business Organizations Code Section 12.256 - Examination And Notice
  (a) The judge of a court in which a proceeding under Section 12.252 or 12.253 is to be filed shall carefully examine the petition before ...
• Texas Business Organizations Code Section 12.257 - Dismissal Of Action
  (a) A suit authorized by Section 12.253 or 12.258 may not be filed or, if filed, shall be dismissed if the entity, through its owners ...
• Texas Business Organizations Code Section 12.258 - Liquidation Of Insolvent Entity
  (a) A court hearing a proceeding under Section 12.253 against an insolvent entity may, after the entity has been shown to be insolvent, appoint one ...
• Texas Business Organizations Code Section 12.259 - Extraordinary Remedies; Bond
  The state has a right to a writ of attachment, garnishment, sequestration, or injunction, without bond, to aid in the enforcement of the state's rights ...
• Texas Business Organizations Code Section 12.260 - Abatement Of Suit
  An action or cause of action for a fine, penalty, or forfeiture that this state has or may have against a filing entity or foreign ...
• Texas Business Organizations Code Section 12.261 - Provisions Cumulative
  Each right or remedy provided by this chapter is cumulative and does not affect any other right or remedy for the enforcement, payment, or collection ...
• Texas Business Organizations Code Section 20.001 - Requirement That Filing Instrument Be Signed By Officer
  Unless otherwise provided by this title, a filing instrument of a corporation must be signed by an officer of the corporation. Acts 2003, 78th Leg., ...
• Texas Business Organizations Code Section 20.002 - Ultra Vires Acts
  (a) Lack of capacity of a corporation may not be the basis of any claim or defense at law or in equity. (b) An act ...
• Texas Business Organizations Code Section 21.001 - Applicability Of Chapter
  This chapter applies only to a: (1) domestic for-profit corporation formed under this code; and (2) foreign for-profit corporation that is transacting business in this ...
• Texas Business Organizations Code Section 21.002 - Definitions
  In this chapter: (1) "Authorized share" means a share of any class the corporation is authorized to issue. (2) "Board of directors" includes each person ...
• Texas Business Organizations Code Section 21.051 - No Property Right In Certificate Of Formation
  A shareholder of a corporation does not have a vested property right resulting from the certificate of formation, including a provision in the certificate of ...
• Texas Business Organizations Code Section 21.052 - Procedures To Adopt Amendment To Certificate Of Formation
  (a) To adopt an amendment to the certificate of formation of a corporation as provided by Subchapter B, Chapter 3, the board of directors of ...
• Texas Business Organizations Code Section 21.053 - Adoption Of Amendment By Board Of Directors
  (a) If a corporation does not have any issued and outstanding shares, the board of directors may adopt a proposed amendment to the corporation's certificate ...
• Texas Business Organizations Code Section 21.054 - Adoption Of Amendment By Shareholders
  If a corporation has issued and outstanding shares: (1) a resolution described by Section 21.052 must also direct that the proposed amendment be submitted to ...
• Texas Business Organizations Code Section 21.055 - Notice Of And Meeting To Consider Proposed Amendment
  (a) Each shareholder of record entitled to vote shall be given written notice containing the proposed amendment or a summary of the changes to be ...
• Texas Business Organizations Code Section 21.056 - Restated Certificate Of Formation
  (a) A corporation may adopt a restated certificate of formation as provided by Subchapter B, Chapter 3, by following the same procedures to amend its ...
• Texas Business Organizations Code Section 21.057 - Bylaws
  (a) The board of directors of a corporation shall adopt initial bylaws. (b) The bylaws may contain provisions for the regulation and management of the ...
• Texas Business Organizations Code Section 21.058 - Dual Authority
  Unless the certificate of formation or a bylaw adopted by the shareholders provides otherwise as to all or a part of a corporation's bylaws, a ...
• Texas Business Organizations Code Section 21.059 - Organization Meeting
  (a) This section does not apply to a corporation created as a result of a conversion or merger the plan of which states the bylaws ...
• Texas Business Organizations Code Section 21.101 - Shareholders' Agreement
  (a) The shareholders of a corporation may enter into an agreement that: (1) restricts the discretion or powers of the board of directors; (2) eliminates ...
• Texas Business Organizations Code Section 21.102 - Term Of Agreement
  A shareholders' agreement under this subchapter is valid for 10 years, unless the agreement provides otherwise. Acts 2003, 78th Leg., ch. 182, § 1, eff. ...
• Texas Business Organizations Code Section 21.103 - Disclosure Of Agreement; Recall Of Certain Certificates
  (a) The existence of an agreement authorized by this subchapter shall be noted conspicuously on the front or back of each certificate for outstanding shares ...
• Texas Business Organizations Code Section 21.104 - Effect Of Shareholders' Agreement
  A shareholders' agreement that complies with this subchapter is effective among the shareholders and between the shareholders and the corporation even if the terms of ...
• Texas Business Organizations Code Section 21.105 - Right Of Rescission; Knowledge Of Purchaser Of Shares
  (a) A purchaser of shares who does not have knowledge at the time of purchase of the existence of a shareholders' agreement authorized by this ...
• Texas Business Organizations Code Section 21.106 - Agreement Limiting Authority Of And Supplanting Board Of Directors; Liability
  (a) A shareholders' agreement authorized by this subchapter that limits the discretion or powers of the board of directors or supplants the board of directors ...
• Texas Business Organizations Code Section 21.107 - Liability Of Shareholder
  The existence of or a performance under a shareholders' agreement authorized by this subchapter is not a ground for imposing personal liability on a shareholder ...
• Texas Business Organizations Code Section 21.108 - Persons Acting In Place Of Shareholders
  An organizer or a subscriber for shares may act as a shareholder with respect to a shareholders' agreement authorized by this subchapter if no shares ...
• Texas Business Organizations Code Section 21.109 - Agreement Not Effective
  (a) A shareholders' agreement authorized by this subchapter ceases to be effective when shares of the corporation are: (1) listed on a national securities exchange ...
• Texas Business Organizations Code Section 21.151 - Number Of Authorized Shares
  A corporation may issue the number of authorized shares stated in the corporation's certificate of formation. Acts 2003, 78th Leg., ch. 182, § 1, eff. ...
• Texas Business Organizations Code Section 21.152 - Classes And Series Of Shares
  (a) A corporation's certificate of formation may divide the corporation's authorized shares into one or more classes and may divide one or more classes into ...
• Texas Business Organizations Code Section 21.153 - Designations, Preferences, Limitations, And Rights Of A Class Or Series
  (a) Each class or series of authorized shares of a corporation must have the designations, preferences, limitations, and relative rights, including voting rights, stated in ...
• Texas Business Organizations Code Section 21.154 - Certain Optional Characteristics Of Shares
  (a) Subject to Section 21.153, if authorized by the corporation's certificate of formation, a corporation may issue shares that: (1) are redeemable, at the option ...
• Texas Business Organizations Code Section 21.155 - Series Of Shares Established By Board Of Directors
  (a) If expressly authorized by the corporation's certificate of formation and subject to the certificate of formation, the board of directors of a corporation may ...
• Texas Business Organizations Code Section 21.156 - Actions With Respect To Series Of Shares
  (a) To effect an action authorized under Section 21.155, the corporation must file with the secretary of state a statement that contains: (1) the name ...
• Texas Business Organizations Code Section 21.157 - Issuance Of Shares
  (a) Except as provided by Section 21.158, a corporation may issue shares for consideration if authorized by the board of directors of the corporation. (b) ...
• Texas Business Organizations Code Section 21.158 - Issuance Of Shares Under Plan Of Merger Or Conversion
  (a) A converted corporation under a plan of conversion or a corporation created by a plan of merger may issue shares for consideration if authorized ...
• Texas Business Organizations Code Section 21.159 - Types Of Consideration For Shares
  Shares with or without par value may be issued for the following types of consideration: (1) a tangible or intangible benefit to the corporation; (2) ...
• Texas Business Organizations Code Section 21.160 - Determination Of Consideration For Shares
  (a) Subject to Subsection (b), consideration to be received for shares must be determined: (1) by the board of directors; (2) by a plan of ...
• Texas Business Organizations Code Section 21.161 - Amount Of Consideration For Issuance Of Certain Shares
  (a) Consideration to be received by a corporation for the issuance of shares with par value may not be less than the par value of ...
• Texas Business Organizations Code Section 21.162 - Value And Sufficiency Of Consideration
  In the absence of fraud in the transaction, the judgment of the board of directors, the shareholders, or the party approving the plan of conversion ...
• Texas Business Organizations Code Section 21.163 - Issuance And Disposition Of Fractional Shares Or Scrip
  (a) A corporation may: (1) issue fractions of a share, either certificated or uncertificated; (2) arrange for the disposition of fractional interests by persons entitled ...
• Texas Business Organizations Code Section 21.164 - Rights Of Holders Of Fractional Shares Or Scrip
  (a) A holder of a certificated or uncertificated fractional share is entitled to exercise voting rights, receive distributions, and make a claim with respect to ...
• Texas Business Organizations Code Section 21.165 - Subscriptions
  (a) A corporation may accept a subscription by notifying the subscriber in writing. (b) A subscription to purchase shares in a corporation in the process ...
• Texas Business Organizations Code Section 21.166 - Preformation Subscription
  (a) The corporation may determine the payment terms of a preformation subscription unless the payment terms are specified by the subscription. The payment terms may ...
• Texas Business Organizations Code Section 21.167 - Commitment To Purchase Shares
  (a) A person who contemplates the acquisition of shares in a corporation may commit to act in a specified manner with respect to the shares ...
• Texas Business Organizations Code Section 21.168 - Stock Rights, Options, And Convertible Indebtedness
  (a) Except as provided by the corporation's certificate of formation and regardless of whether done in connection with the issuance and sale of any other ...
• Texas Business Organizations Code Section 21.169 - Terms And Conditions Of Rights And Options
  (a) The terms and conditions of rights or options may include restrictions or conditions that: (1) prohibit or limit the exercise, transfer, or receipt of ...
• Texas Business Organizations Code Section 21.170 - Consideration For Rights, Options, And Convertible Indebtedness
  (a) In the absence of fraud in the transaction, the judgment of the board of directors of a corporation as to the adequacy of the ...
• Texas Business Organizations Code Section 21.171 - Treasury Shares
  (a) Treasury shares are considered to be issued shares and not outstanding shares. (b) Treasury shares may not be included in the total assets of ...
• Texas Business Organizations Code Section 21.172 - Expenses Of Organization, Reorganization, And Financing Of Corporation
  A corporation may pay or authorize to be paid from the consideration received by the corporation as payment for the corporation's shares the reasonable charges ...
• Texas Business Organizations Code Section 21.173 - Supplemental Required Records
  In addition to the books and records required to be kept under Section 3.151, a corporation shall keep at its registered office or principal place ...
• Texas Business Organizations Code Section 21.201 - Registered Holders As Owners
  Except as otherwise provided by this code and subject to Chapter 8, Business & Commerce Code, a corporation may consider the person registered as the ...
• Texas Business Organizations Code Section 21.202 - Definition Of Shares
  In Sections 21.203-21.208, "shares" includes a security: (1) that is convertible into shares; or (2) that carries a right to subscribe for or acquire shares. ...
• Texas Business Organizations Code Section 21.203 - No Statutory Preemptive Right Unless Provided By Certificate Of Formation
  (a) Except as provided by Section 21.208, a shareholder of a corporation does not have a preemptive right under this subchapter to acquire the corporation's ...
• Texas Business Organizations Code Section 21.204 - Statutory Preemptive Rights
  (a) If the shareholders of a corporation have a preemptive right under this subchapter, the shareholders have a preemptive right to acquire proportional amounts of ...
• Texas Business Organizations Code Section 21.205 - Waiver Of Preemptive Right
  (a) A shareholder may waive a preemptive right granted to the shareholder. (b) A written waiver of a preemptive right is irrevocable regardless of whether ...
• Texas Business Organizations Code Section 21.206 - Limitation On Action To Enforce Preemptive Right
  (a) An action brought against a corporation, the board of directors or an officer, shareholder, or agent of the corporation, or an owner of a ...
• Texas Business Organizations Code Section 21.207 - Disposition Of Shares Having Preemptive Rights
  The transferee or successor of a share that has been transferred or otherwise disposed of by a shareholder of a corporation whose preemptive right to ...
• Texas Business Organizations Code Section 21.208 - Preemptive Right In Existing Corporation
  Subject to the certificate of formation, a shareholder of a corporation incorporated before September 1, 2003, has a preemptive right to acquire unissued or treasury ...
• Texas Business Organizations Code Section 21.209 - Transfer Of Shares And Other Securities
  Except as otherwise provided by this code, the shares and other securities of a corporation are transferable in accordance with Chapter 8, Business & Commerce ...
• Texas Business Organizations Code Section 21.210 - Restriction On Transfer Of Shares And Other Securities
  (a) A restriction on the transfer or registration of transfer of a security, or on the amount of a corporation's securities that may be owned ...
• Texas Business Organizations Code Section 21.211 - Valid Restrictions On Transfer
  (a) Notwithstanding Sections 21.210 and 21.213, a restriction placed on the transfer or registration of transfer of a security of a corporation is valid if ...
• Texas Business Organizations Code Section 21.212 - Bylaw Or Agreement Restricting Transfer Of Shares Or Other Securities
  (a) A corporation that has adopted a bylaw or is a party to an agreement that restricts the transfer of the shares or other securities ...
• Texas Business Organizations Code Section 21.213 - Enforceability Of Restriction On Transfer Of Certain Securities
  (a) A restriction placed on the transfer or registration of the transfer of a security of a corporation is specifically enforceable against the holder, or ...
• Texas Business Organizations Code Section 21.214 - Joint Ownership Of Shares
  (a) If shares are registered on the books of a corporation in the names of two or more persons as joint owners with the right ...
• Texas Business Organizations Code Section 21.215 - Liability For Designating Owner Of Shares
  A corporation or an officer, director, employee, or agent of the corporation may not be held liable for considering the person who is registered as ...
• Texas Business Organizations Code Section 21.216 - Liability Regarding Joint Ownership Of Shares
  A corporation that transfers shares or makes a distribution to a surviving joint owner under Section 21.214 before the corporation has received a written claim ...
• Texas Business Organizations Code Section 21.217 - Liability Of Assignee Or Transferee
  An assignee or transferee of certificated shares, uncertificated shares, or a subscription for shares in good faith and without knowledge that full consideration for the ...
• Texas Business Organizations Code Section 21.218 - Examination Of Records
  (a) In this section, a holder of a beneficial interest in a voting trust entered into under Section 6.251 is a holder of the shares ...
• Texas Business Organizations Code Section 21.219 - Annual And Interim Statements Of Corporation
  (a) On written request of a shareholder of the corporation, a corporation shall mail to the shareholder: (1) the annual statements of the corporation for ...
• Texas Business Organizations Code Section 21.220 - Penalty For Failure To Prepare Voting List
  An officer or agent of a corporation who is in charge of the corporation's share transfer records and who does not prepare the list of ...
• Texas Business Organizations Code Section 21.221 - Penalty For Failure To Provide Notice Of Meeting
  If an officer or agent of a corporation is unable to comply with the duties prescribed by Sections 21.354 and 21.372 because the officer or ...
• Texas Business Organizations Code Section 21.222 - Penalty For Refusal To Permit Examination Of Certain Records
  (a) A corporation that refuses to allow a person to examine and make copies of account records, minutes, and share transfer records under Section 21.218 ...
• Texas Business Organizations Code Section 21.223 - Limitation Of Liability For Obligations
  (a) A holder of shares, an owner of any beneficial interest in shares, or a subscriber for shares whose subscription has been accepted, or any ...
• Texas Business Organizations Code Section 21.224 - Preemption Of Liability
  The liability of a holder, beneficial owner, or subscriber of shares of a corporation, or any affiliate of such a holder, owner, or subscriber of ...
• Texas Business Organizations Code Section 21.225 - Exceptions To Limitations
  Section 21.223 or 21.224 does not limit the obligation of a holder, beneficial owner, subscriber, or affiliate to the obligee of the corporation if that ...
• Texas Business Organizations Code Section 21.226 - Pledgees And Trust Administrators
  (a) A pledgee or other holder of shares as collateral security is not personally liable as a shareholder. (b) An executor, administrator, conservator, guardian, trustee, ...
• Texas Business Organizations Code Section 21.251 - Reduction Of Stated Capital By Redemption Or Purchase Of Redeemable Shares
  (a) At the time a corporation redeems or purchases the redeemable shares of the corporation, the redemption or purchase has the effect of: (1) canceling ...
• Texas Business Organizations Code Section 21.252 - Cancellation Of Treasury Shares
  (a) A corporation, by resolution of the board of directors of the corporation, may cancel all or part of the corporation's treasury shares at any ...
• Texas Business Organizations Code Section 21.253 - Procedures For Reduction Of Stated Capital By Board Of Directors
  (a) If all or part of the stated capital of a corporation is represented by shares without par value, the stated capital of the corporation ...
• Texas Business Organizations Code Section 21.254 - Restriction On Reduction Of Stated Capital
  The stated capital of a corporation may not be reduced under this subchapter if the amount of the aggregate stated capital of the corporation would ...
• Texas Business Organizations Code Section 21.301 - Definitions
  In this subchapter: (1) "Distribution limit," with respect to a distribution made by a corporation, other than a distribution described by Subdivision (2), means: (A) ...
• Texas Business Organizations Code Section 21.302 - Authority For Distributions
  The board of directors of a corporation may authorize a distribution and the corporation may make a distribution, subject to Section 21.303. Acts 2003, 78th ...
• Texas Business Organizations Code Section 21.303 - Limitations On Distributions
  (a) A corporation may not make a distribution that violates the corporation's certificate of formation. (b) Unless the distribution is made in compliance with Chapter ...
• Texas Business Organizations Code Section 21.304 - Redemptions
  (a) A distribution by a corporation that involves a redemption of outstanding redeemable shares of the corporation subject to redemption may be related to any ...
• Texas Business Organizations Code Section 21.305 - Notice Of Redemption
  (a) A notice of redemption of redeemable shares of a corporation must state: (1) the class or series of shares or part of the class ...
• Texas Business Organizations Code Section 21.306 - Deposit Of Money For Redemption
  (a) After the date the notice of redemption required by Section 21.305 is sent and before the day after the date set for redemption of ...
• Texas Business Organizations Code Section 21.307 - Payment Of Redeemed Shares
  (a) Payment of a certificated share shall be made only on the surrender of the respective share certificate. (b) A corporation may give a transfer ...
• Texas Business Organizations Code Section 21.308 - Priority Of Distributions
  (a) Except as provided by Subsection (b) or (c), a corporation's indebtedness that arises as a result of the declaration of a distribution and a ...
• Texas Business Organizations Code Section 21.309 - Reserves, Designations, And Allocations From Surplus
  (a) A corporation, by resolution of the board of directors of the corporation, may: (1) create a reserve out of the surplus of the corporation; ...
• Texas Business Organizations Code Section 21.310 - Authority For Share Dividends
  The board of directors of a corporation may authorize a share dividend and the corporation may pay a share dividend subject to Section 21.311 and ...
• Texas Business Organizations Code Section 21.311 - Limitations On Share Dividends
  A corporation may not pay a share dividend in authorized but unissued shares of any class if: (1) the surplus of the corporation is less ...
• Texas Business Organizations Code Section 21.312 - Value Of Shares Issued As Share Dividends
  (a) A share dividend payable in authorized but unissued shares with par value shall be issued at the par value of the respective share. (b) ...
• Texas Business Organizations Code Section 21.313 - Transfer Of Surplus For Share Dividends
  (a) When a share dividend payable in authorized but unissued shares with par value is made by a corporation, an amount of surplus designated by ...
• Texas Business Organizations Code Section 21.314 - Determination Of Solvency, Net Assets, Stated Capital, And Surplus
  (a) For purposes of this subchapter, the determination of whether a corporation is or would be insolvent and the determination of the value of a ...
• Texas Business Organizations Code Section 21.315 - Date Of Determination Of Solvency, Net Assets, Stated Capital, And Surplus
  (a) For purposes of this subchapter, a determination of whether a corporation is or would be insolvent after a distribution or share dividend or a ...
• Texas Business Organizations Code Section 21.316 - Liability Of Directors For Wrongful Distributions
  (a) Subject to Subsection (c), the directors of a corporation who vote for or assent to a distribution by the corporation that is prohibited by ...
• Texas Business Organizations Code Section 21.317 - Statute Of Limitations On Action For Wrongful Distribution
  An action may not be brought against a director of a corporation under Section 21.316 after the second anniversary of the date the alleged act ...
• Texas Business Organizations Code Section 21.318 - Contribution From Certain Shareholders And Directors
  (a) A director who is held liable for a claim asserted under Section 21.316 is entitled to receive contributions from shareholders who accepted or received ...
• Texas Business Organizations Code Section 21.351 - Annual Meeting
  (a) An annual meeting of the shareholders of a corporation shall be held at a time that is stated in or set in accordance with ...
• Texas Business Organizations Code Section 21.352 - Special Meetings
  (a) A special meeting of the shareholders of a corporation may be called by: (1) the president, the board of directors, or any other person ...
• Texas Business Organizations Code Section 21.353 - Notice Of Meeting
  (a) Except as provided by Section 21.456 and subject to Section 21.3531, written notice of a meeting in accordance with Section 6.051 shall be given ...
• Texas Business Organizations Code Section 21.3531 - Notice By Electronic Transmission
  (a) On consent of a shareholder, notice from a corporation under this code, the certificate of formation, or the bylaws may be provided to the ...
• Texas Business Organizations Code Section 21.354 - Inspection Of Voting List
  (a) The list of shareholders entitled to vote at the meeting prepared under Section 21.372 shall be: (1) subject to inspection by a shareholder during ...
• Texas Business Organizations Code Section 21.355 - Closing Of Share Transfer Records
  Share transfer records that are closed in accordance with Section 6.101 for the purpose of determining which shareholders are entitled to receive notice of a ...
• Texas Business Organizations Code Section 21.356 - Record Date For Written Consent To Action
  The record date provided in accordance with Section 6.102(a) may not be more than 10 days after the date on which the board of directors ...
• Texas Business Organizations Code Section 21.357 - Record Date For Purpose Other Than Written Consent To Action
  The record date provided by the directors in accordance with Section 6.101 must be at least 10 days before the date on which the particular ...
• Texas Business Organizations Code Section 21.358 - Quorum
  (a) Subject to Subsection (b), the holders of the majority of the shares entitled to vote at a meeting of the shareholders of a corporation ...
• Texas Business Organizations Code Section 21.359 - Voting In Election Of Directors
  (a) Subject to Subsection (b), directors of a corporation shall be elected by a plurality of the votes cast by the holders of shares entitled ...
• Texas Business Organizations Code Section 21.360 - No Cumulative Voting Right Unless Authorized
  Except as provided by Section 21.361 or 21.362, a shareholder does not have the right to cumulate the shareholder's vote in the election of directors. ...
• Texas Business Organizations Code Section 21.361 - Cumulative Voting In Election Of Directors
  (a) If expressly authorized by a corporation's certificate of formation in general or with respect to a specified class or series of shares or group ...
• Texas Business Organizations Code Section 21.362 - Cumulative Voting Right In Certain Corporations
  Except as provided by the corporation's certificate of formation, a shareholder of a corporation incorporated before September 1, 2003, has the right to cumulatively vote ...
• Texas Business Organizations Code Section 21.363 - Voting On Matters Other Than Election Of Directors
  (a) Subject to Subsection (b), with respect to a matter other than the election of directors or a matter for which the affirmative vote of ...
• Texas Business Organizations Code Section 21.364 - Vote Required To Approve Fundamental Action
  (a) In this section, a "fundamental action" means: (1) an amendment of a certificate of formation; (2) a voluntary winding up under Chapter 11; (3) ...
• Texas Business Organizations Code Section 21.365 - Changes In Vote Required For Certain Matters
  (a) With respect to a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is ...
• Texas Business Organizations Code Section 21.366 - Number Of Votes Per Share
  (a) Except as provided by the certificate of formation of a corporation or this code, each outstanding share, regardless of class, shall be entitled to ...
• Texas Business Organizations Code Section 21.367 - Voting In Person Or By Proxy
  (a) A shareholder may vote in person or by proxy executed in writing by the shareholder. (b) A telegram, telex, cablegram, or other form of ...
• Texas Business Organizations Code Section 21.368 - Term Of Proxy
  A proxy is not valid after 11 months after the date the proxy is executed unless otherwise provided by the proxy. Acts 2003, 78th Leg., ...
• Texas Business Organizations Code Section 21.369 - Revocability Of Proxy
  (a) In this section, a "proxy coupled with an interest" includes the appointment as proxy of: (1) a pledgee; (2) a person who purchased or ...
• Texas Business Organizations Code Section 21.370 - Enforceability Of Proxy
  (a) An irrevocable proxy is specifically enforceable against the holder of shares or any successor or transferee of the holder if: (1) the proxy is ...
• Texas Business Organizations Code Section 21.371 - Procedures In Bylaws Relating To Proxies
  A corporation may establish in the corporation's bylaws procedures consistent with this code for determining the validity of proxies and determining whether shares that are ...
• Texas Business Organizations Code Section 21.372 - Shareholder Meeting List
  (a) Not later than the 11th day before the date of each meeting of the shareholders of a corporation, an officer or agent of the ...
• Texas Business Organizations Code Section 21.401 - Management By Board Of Directors
  (a) Except as provided by Section 21.101 or Subchapter O, the board of directors of a corporation shall: (1) exercise or authorize the exercise of ...
• Texas Business Organizations Code Section 21.402 - Board Member Eligibility Requirements
  Unless the certificate of formation or bylaws of a corporation provide otherwise, a person is not required to be a resident of this state or ...
• Texas Business Organizations Code Section 21.403 - Number Of Directors
  (a) The board of directors of a corporation may consist of one or more directors. (b) If the corporation is to be managed by a ...
• Texas Business Organizations Code Section 21.404 - Designation Of Initial Board Of Directors
  If the corporation is to be managed by a board of directors, the certificate of formation of a corporation must state the names and addresses ...
• Texas Business Organizations Code Section 21.405 - Election Of Board Of Directors
  (a) At the first annual meeting of shareholders of a corporation and at each subsequent annual meeting of shareholders, the holders of shares entitled to ...
• Texas Business Organizations Code Section 21.406 - Special Voting Rights Of Directors
  (a) The certificate of formation of a corporation may provide that directors elected by the holders of a class or series of shares or by ...
• Texas Business Organizations Code Section 21.407 - Term Of Office
  Except as otherwise provided by this subchapter, the term of office of a director extends from the date the director is elected and qualified or ...
• Texas Business Organizations Code Section 21.408 - Special Terms Of Office
  (a) The certificate of formation or bylaws of a corporation may provide that all or some of the board of directors may be divided into ...
• Texas Business Organizations Code Section 21.409 - Removal Of Directors
  (a) Except as otherwise provided by the certificate of formation or bylaws of a corporation or this subchapter, the shareholders of the corporation may remove ...
• Texas Business Organizations Code Section 21.4091 - Resignation Of Directors
  Except as otherwise provided by the certificate of formation or bylaws, a director of a corporation may resign at any time by providing written notice ...
• Texas Business Organizations Code Section 21.410 - Vacancy
  (a) A vacancy occurring in the initial board of directors before the issuance of shares may be filled by the affirmative vote or written consent ...
• Texas Business Organizations Code Section 21.411 - Notice Of Meeting
  (a) Regular meetings of the board of directors of a corporation may be held with or without notice as prescribed by the corporation's bylaws. (b) ...
• Texas Business Organizations Code Section 21.412 - Waiver Of Notice
  (a) If the bylaws of a corporation require notice of a meeting to be given to a director, a written waiver of the notice signed ...
• Texas Business Organizations Code Section 21.413 - Quorum
  (a) A quorum of the board of directors is the majority of the number of directors set or established in the manner provided by the ...
• Texas Business Organizations Code Section 21.414 - Dissent To Action
  (a) A director of a corporation who is present at a meeting of the board of directors at which action has been taken is presumed ...
• Texas Business Organizations Code Section 21.415 - Action By Directors
  (a) The act of a majority of the directors present at a meeting at which a quorum is present is the act of the board ...
• Texas Business Organizations Code Section 21.416 - Committees Of Board Of Directors
  (a) If authorized by the certificate of formation or bylaws of a corporation, the board of directors of the corporation may designate: (1) committees composed ...
• Texas Business Organizations Code Section 21.417 - Election Of Officers
  The board of directors of a corporation shall elect a president and a secretary at the time and in the manner prescribed by the corporation's ...
• Texas Business Organizations Code Section 21.418 - Contracts Or Transactions Involving Interested Directors And Officers
  (a) This section applies only to a contract or transaction between a corporation and: (1) one or more of the corporation's directors or officers; or ...
• Texas Business Organizations Code Section 21.451 - Definitions
  In this subchapter: (1) "Participating shares" means shares that entitle the holders of the shares to participate without limitation in distributions. (2) "Sale of all ...
• Texas Business Organizations Code Section 21.452 - Approval Of Merger
  (a) A corporation that is a party to the merger under Chapter 10 must approve the merger by complying with this section. (b) The board ...
• Texas Business Organizations Code Section 21.453 - Approval Of Conversion
  (a) A corporation must approve a conversion under Chapter 10 by complying with this section. (b) The board of directors of the corporation shall adopt ...
• Texas Business Organizations Code Section 21.454 - Approval Of Exchange
  (a) A corporation the shares of which are to be acquired in an exchange under Chapter 10 must approve the exchange by complying with this ...
• Texas Business Organizations Code Section 21.455 - Approval Of Sale Of All Or Substantially All Of Assets
  (a) Except as provided by the certificate of formation of a domestic corporation, a sale, lease, pledge, mortgage, assignment, transfer, or other conveyance of an ...
• Texas Business Organizations Code Section 21.456 - General Procedure For Submission To Shareholders Of Fundamental Business Transaction
  (a) If a fundamental business transaction involving a corporation is required to be submitted to the shareholders of the corporation under this subchapter, the corporation ...
• Texas Business Organizations Code Section 21.457 - General Vote Requirement For Approval Of Fundamental Business Transaction
  (a) Except as provided by this code or the certificate of formation of a corporation in accordance with Section 21.365, the affirmative vote of the ...
• Texas Business Organizations Code Section 21.458 - Class Voting Requirements For Certain Fundamental Business Transactions
  (a) Separate voting by a class or series of shares of a corporation is required for approval of a plan of merger or conversion if: ...
• Texas Business Organizations Code Section 21.459 - No Shareholder Vote Requirement For Certain Fundamental Business Transactions
  (a) Unless required by the corporation's certificate of formation, a plan of merger is not required to be approved by the shareholders of a corporation ...
• Texas Business Organizations Code Section 21.460 - Rights Of Dissent And Appraisal
  A shareholder of a domestic corporation has the rights of dissent and appraisal under Subchapter H, Chapter 10, with respect to a fundamental business transaction. ...
• Texas Business Organizations Code Section 21.461 - Pledge, Mortgage, Deed Of Trust, Or Trust Indenture
  Except as provided by the corporation's certificate of formation: (1) the board of directors of a corporation may authorize a pledge, mortgage, deed of trust, ...
• Texas Business Organizations Code Section 21.462 - Conveyance By Corporation
  A corporation may convey real property of the corporation when authorized by appropriate resolution of the board of directors. Acts 2003, 78th Leg., ch. 182, ...
• Texas Business Organizations Code Section 21.501 - Approval Of Voluntary Winding Up, Reinstatement, Or Revocation Of Voluntary Winding Up
  A corporation must approve a voluntary winding up in accordance with Chapter 11, a reinstatement in accordance with Section 11.202, a cancellation of an event ...
• Texas Business Organizations Code Section 21.502 - Certain Procedures Relating To Winding Up
  To approve a voluntary winding up, a reinstatement, a cancellation of an event requiring winding up, or a revocation of a voluntary decision to wind ...
• Texas Business Organizations Code Section 21.503 - Meeting Of Shareholders; Notice
  (a) Each shareholder of record entitled to vote at a meeting described by Section 21.502(3)(A)(ii) must be given written notice stating that the purpose or ...
• Texas Business Organizations Code Section 21.504 - Responsibility For Winding Up
  If a corporation determines or is required to wind up, the directors of the corporation shall manage the process of winding up the business or ...
• Texas Business Organizations Code Section 21.551 - Definitions
  In this subchapter: (1) "Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided by Section 21.562, ...
• Texas Business Organizations Code Section 21.552 - Standing To Bring Proceeding
  (a) A shareholder may not institute or maintain a derivative proceeding unless: (1) the shareholder: (A) was a shareholder of the corporation at the time ...
• Texas Business Organizations Code Section 21.553 - Demand
  (a) A shareholder may not institute a derivative proceeding until the 91st day after the date a written demand is filed with the corporation stating ...
• Texas Business Organizations Code Section 21.554 - Determination By Directors Or Independent Persons
  (a) A determination of how to proceed on allegations made in a demand or petition relating to a derivative proceeding must be made by an ...
• Texas Business Organizations Code Section 21.555 - Stay Of Proceeding
  (a) If the domestic or foreign corporation that is the subject of a derivative proceeding commences an inquiry into the allegations made in a demand ...
• Texas Business Organizations Code Section 21.556 - Discovery
  (a) If a domestic or foreign corporation proposes to dismiss a derivative proceeding under Section 21.558, discovery by a shareholder after the filing of the ...
• Texas Business Organizations Code Section 21.557 - Tolling Of Statute Of Limitations
  A written demand filed with the corporation under Section 21.553 tolls the statute of limitations on the claim on which demand is made until the ...
• Texas Business Organizations Code Section 21.558 - Dismissal Of Derivative Proceeding
  (a) A court shall dismiss a derivative proceeding on a motion by the corporation if the person or group of persons described by Section 21.554 ...
• Texas Business Organizations Code Section 21.559 - Proceeding Instituted After Demand Rejected
  If a derivative proceeding is instituted after a demand is rejected, the petition must allege with particularity facts that establish that the rejection was not ...
• Texas Business Organizations Code Section 21.560 - Discontinuance Or Settlement
  (a) A derivative proceeding may not be discontinued or settled without court approval. (b) The court shall direct that notice be given to the affected ...
• Texas Business Organizations Code Section 21.561 - Payment Of Expenses
  (a) In this section, "expenses" means reasonable expenses incurred by a party in a derivative proceeding, including: (1) attorney's fees; (2) costs in pursuing an ...
• Texas Business Organizations Code Section 21.562 - Application To Foreign Corporations
  (a) In a derivative proceeding brought in the right of a foreign corporation, the matters covered by this subchapter are governed by the laws of ...
• Texas Business Organizations Code Section 21.563 - Closely Held Corporation
  (a) In this section, "closely held corporation" means a corporation that has: (1) fewer than 35 shareholders; and (2) no shares listed on a national ...
• Texas Business Organizations Code Section 21.601 - Definitions
  In this subchapter: (1) "Issuing public corporation" means a domestic corporation that has: (A) 100 or more shareholders of record as shown by the share ...
• Texas Business Organizations Code Section 21.602 - Affiliated Shareholder
  (a) For purposes of this subchapter, a person, other than the issuing public corporation or a wholly owned subsidiary of the issuing public corporation, is ...
• Texas Business Organizations Code Section 21.603 - Beneficial Owner Of Shares Or Similar Securities
  (a) For purposes of this chapter, a person is a beneficial owner of shares or similar securities if the person individually, or through an affiliate ...
• Texas Business Organizations Code Section 21.604 - Business Combination
  A business combination is: (1) a merger, share exchange, or conversion of an issuing public corporation or a subsidiary with: (A) an affiliated shareholder; (B) ...
• Texas Business Organizations Code Section 21.605 - Control
  (a) For purposes of this subchapter, a person has control of another person if the person has possession, directly or indirectly, of the power to ...
• Texas Business Organizations Code Section 21.606 - Three-Year Moratorium On Certain Business Combinations
  An issuing public corporation may not, directly or indirectly, enter into or engage in a business combination with an affiliated shareholder, or any affiliate or ...
• Texas Business Organizations Code Section 21.607 - Application Of Moratorium
  Section 21.606 does not apply to: (1) a business combination of an issuing public corporation if: (A) the original articles of incorporation or original bylaws ...
• Texas Business Organizations Code Section 21.608 - Effect On Other Actions
  (a) This subchapter does not affect, directly or indirectly, the validity of another action by the board of directors of an issuing public corporation. (b) ...
• Texas Business Organizations Code Section 21.609 - Conflicting Provisions
  If this subchapter conflicts with another provision of this code, this subchapter controls. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. ...
• Texas Business Organizations Code Section 21.610 - Change In Voting Requirements
  The affirmative vote or concurrence of shareholders required for approval of an action that is required to be submitted to a vote of the shareholders ...
• Texas Business Organizations Code Section 21.651 - Definition
  In this subchapter, "investment company" means a corporation registered as an open-end company under the Investment Company Act. Acts 2003, 78th Leg., ch. 182, § ...
• Texas Business Organizations Code Section 21.652 - Establishing Class Or Series Of Shares; Change In Number Of Shares
  (a) In addition to the actions the board may undertake under Subchapters D, E, and F, the board of directors of an investment company may: ...
• Texas Business Organizations Code Section 21.653 - Required Statement Relating To Shares
  (a) Before the first issuance of shares of a class or series established or increased or decreased by resolution adopted by the board of directors ...
• Texas Business Organizations Code Section 21.654 - Term Of Office Of Directors
  Unless the director resigns or is removed in accordance with the certificate of formation or bylaws of the investment company, a director of an investment ...
• Texas Business Organizations Code Section 21.655 - Meetings Of Shareholders
  (a) If provided by the certificate of formation or bylaws of an investment company, the investment company is not required to hold an annual meeting ...
• Texas Business Organizations Code Section 21.701 - Definitions
  In this subchapter: (1) "Close corporation" means a domestic corporation formed under this subchapter. (2) "Close corporation provision" means a provision in the certificate of ...
• Texas Business Organizations Code Section 21.702 - Applicability Of Subchapter
  (a) This subchapter applies only to a close corporation. (b) This chapter applies to a close corporation to the extent not inconsistent with this subchapter. ...
• Texas Business Organizations Code Section 21.703 - Formation Of Close Corporation
  A close corporation shall be formed in accordance with Chapter 3. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. ...
• Texas Business Organizations Code Section 21.704 - Bylaws Of Close Corporation
  (a) A close corporation does not need to adopt bylaws if provisions required by law to be contained in the bylaws are contained in the ...
• Texas Business Organizations Code Section 21.705 - Adoption Of Amendment For Close Corporation Status
  (a) An ordinary corporation may become a close corporation by amending its certificate of formation in accordance with Chapter 3 to conform with Section 3.008. ...
• Texas Business Organizations Code Section 21.706 - Adoption Of Close Corporation Status Through Merger, Exchange, Or Conversion
  (a) A surviving or new corporation resulting from a merger or conversion or a corporation that acquires a corporation under an exchange under Chapter 10 ...
• Texas Business Organizations Code Section 21.707 - Existing Close Corporation
  (a) This section applies to an existing corporation that elected to become a close corporation before the effective date of this code and has not ...
• Texas Business Organizations Code Section 21.708 - Termination Of Close Corporation Status
  A close corporation may terminate its status as a close corporation by: (1) filing a statement terminating close corporation status under Section 21.709; (2) amending ...
• Texas Business Organizations Code Section 21.709 - Statement Terminating Close Corporation Status; Filing; Notice
  (a) If a close corporation provision specifies a time or event requiring the termination of close corporation status, regardless of whether the provision is identifiable ...
• Texas Business Organizations Code Section 21.710 - Effect Of Termination Of Close Corporation Status
  (a) A close corporation that terminates its status as a close corporation and becomes an ordinary corporation is subject to this chapter as if the ...
• Texas Business Organizations Code Section 21.711 - Shareholders' Meeting To Elect Directors
  A shareholders' meeting required by Section 21.710(c)(2) shall be promptly called after the termination of close corporation status takes effect. If a meeting is not ...
• Texas Business Organizations Code Section 21.712 - Term Of Office Of Directors
  A director succeeding to the management of the corporation under Section 21.710(c) shall have a term of office as set forth in Section 21.408. Until ...
• Texas Business Organizations Code Section 21.713 - Management
  A close corporation shall be managed: (1) by a board of directors in the same manner an ordinary corporation would be managed under this chapter; ...
• Texas Business Organizations Code Section 21.714 - Shareholders' Agreement
  (a) The shareholders of a close corporation may enter into one or more shareholders' agreements. (b) The business and affairs of a close corporation or ...
• Texas Business Organizations Code Section 21.715 - Execution Of Shareholders' Agreement
  A shareholders' agreement shall be executed: (1) in the case of an existing close corporation, by each shareholder at the time of execution, regardless of ...
• Texas Business Organizations Code Section 21.716 - Adoption Of Amendment Of Shareholders' Agreement
  Unless otherwise provided by a shareholders' agreement, an amendment to the shareholders' agreement of a close corporation may be adopted only by the written consent ...
• Texas Business Organizations Code Section 21.717 - Delivery Of Shareholders' Agreement
  (a) The close corporation shall deliver a complete copy of a shareholders' agreement to: (1) each person who is bound by the shareholders' agreement; (2) ...
• Texas Business Organizations Code Section 21.718 - Statement Of Operation As Close Corporation
  (a) On or after the formation of a close corporation or adoption of close corporation status, a close corporation that begins to conduct its business ...
• Texas Business Organizations Code Section 21.719 - Validity And Enforceability Of Shareholders' Agreement
  (a) A shareholders' agreement executed in accordance with Section 21.715 is valid and enforceable notwithstanding: (1) the elimination of a board of directors; (2) any ...
• Texas Business Organizations Code Section 21.720 - Persons Bound By Shareholders' Agreement
  (a) A shareholders' agreement executed in accordance with Section 21.715 is: (1) considered to be an agreement among all of the shareholders of the close ...
• Texas Business Organizations Code Section 21.721 - Delivery Of Copy Of Shareholders' Agreement To Transferee
  (a) Before the transfer of shares of a close corporation in which there is a shareholders' agreement, the transferor shall deliver a complete copy of ...
• Texas Business Organizations Code Section 21.722 - Effect Of Required Statement On Share Certificate And Delivery Of Shareholders' Agreement
  If a certificate representing shares of a close corporation contains the statement required by Section 21.732, and a complete copy of each shareholders' agreement has ...
• Texas Business Organizations Code Section 21.723 - Party Not Bound By Shareholders' Agreement On Cessation; Liability
  (a) Notwithstanding the person's signature, a person ceases to be a party to, and bound by, a shareholders' agreement when the person ceases to be ...
• Texas Business Organizations Code Section 21.724 - Termination Of Shareholders' Agreement
  (a) Except as provided by Subsection (b), a shareholders' agreement terminates when the close corporation terminates its status as a close corporation. (b) If provided ...
• Texas Business Organizations Code Section 21.725 - Consequences Of Management By Persons Other Than Board Of Directors
  Sections 21.726-21.729 apply only to a close corporation the business and affairs of which are managed wholly or partly by the shareholders of the close ...
• Texas Business Organizations Code Section 21.726 - Shareholders Considered Directors
  (a) When required by the context of this chapter, the shareholders of a close corporation described by Section 21.725 are considered to be directors of ...
• Texas Business Organizations Code Section 21.727 - Liability Of Shareholders
  The shareholders of a close corporation described by Section 21.725 are subject to any liability imposed on a director of a corporation by this chapter ...
• Texas Business Organizations Code Section 21.728 - Mode And Effect Of Taking Action By Shareholders And Others
  (a) An action that shall or may be taken by the board of directors of an ordinary corporation as required or authorized by this chapter ...
• Texas Business Organizations Code Section 21.729 - Limitation Of Shareholder's Liability
  (a) A shareholder of a close corporation described by Section 21.725 is not liable because of a shareholders' vote or shareholder action without a vote ...
• Texas Business Organizations Code Section 21.730 - Lack Of Formalities; Treatment As Partnership
  The failure of a close corporation under this subchapter to observe a usual formality or requirement prescribed for an ordinary corporation by this chapter relating ...
• Texas Business Organizations Code Section 21.731 - Other Agreements Among Shareholders Permitted
  Sections 21.713-21.730 do not prohibit or impair any other agreement between two or more shareholders of an ordinary corporation permitted by this chapter or other ...
• Texas Business Organizations Code Section 21.732 - Close Corporation Share Certificates
  (a) In addition to a matter required or authorized by law to be stated on a certificate representing shares, each certificate representing shares issued by ...
• Texas Business Organizations Code Section 21.751 - Definitions
  In this subchapter: (1) "Court" means a district court in the county in which the principal office of the close corporation is located. (2) "Custodian" ...
• Texas Business Organizations Code Section 21.752 - Proceedings Authorized
  In addition to any other judicial proceeding pertaining to an ordinary corporation provided for by this chapter or other law, a close corporation or shareholder ...
• Texas Business Organizations Code Section 21.753 - Notice; Intervention
  (a) Notice of the institution of a proceeding shall be given to the close corporation, if the corporation is not a plaintiff, and to each ...
• Texas Business Organizations Code Section 21.754 - Proceeding Nonexclusive
  Except as provided by Section 21.755, the right of a close corporation or a shareholder to institute a proceeding under Section 21.752 is in addition ...
• Texas Business Organizations Code Section 21.755 - Unavailability Of Judicial Proceeding
  (a) A shareholder may not institute a proceeding before exhausting any nonjudicial remedy contained in a close corporation provision for resolution of an issue that ...
• Texas Business Organizations Code Section 21.756 - Judicial Proceeding To Enforce Close Corporation Provision
  (a) In a judicial proceeding under this section, a court shall enforce a close corporation provision without regard to whether there is an adequate remedy ...
• Texas Business Organizations Code Section 21.757 - Liquidation; Involuntary Winding Up And Termination; Receivership
  Except as provided by Section 21.756, in a case in which a shareholder is entitled to wind up and terminate a close corporation under a ...
• Texas Business Organizations Code Section 21.758 - Appointment Of Provisional Director
  (a) In a judicial proceeding under this section, a court shall appoint a provisional director for a close corporation on presentation of proof that the ...
• Texas Business Organizations Code Section 21.759 - Rights And Powers Of Provisional Director
  A provisional director has all the rights and powers of an elected director of the close corporation, or the rights of vote or consent of ...
• Texas Business Organizations Code Section 21.760 - Compensation Of Provisional Director
  (a) The compensation of a provisional director shall be determined by an agreement between the provisional director and the close corporation, subject to court approval. ...
• Texas Business Organizations Code Section 21.761 - Appointment Of Custodian
  (a) In a judicial proceeding under this section, a court shall appoint a custodian for a close corporation on presentation of proof that: (1) at ...
• Texas Business Organizations Code Section 21.762 - Powers And Duties Of Custodian
  A person who qualifies as a custodian has all of the powers and duties and the title of a receiver appointed under Sections 11.404-11.406. The ...
• Texas Business Organizations Code Section 21.763 - Termination Of Custodianship
  If the condition requiring the appointment of a custodian is remedied other than by liquidation or winding up and termination, the court shall terminate the ...
• Texas Business Organizations Code Section 21.801 - Shares And Other Securities Are Personal Property
  Except as otherwise provided by this code, the shares and other securities of a corporation are personal property. Acts 2003, 78th Leg., ch. 182, § ...
• Texas Business Organizations Code Section 21.802 - Penalties For Late Filing Of Certain Instruments
  (a) A person required under Title 1 or this title to file a change of registered office or agent, a certificate of voluntary withdrawal, or ...
• Texas Business Organizations Code Section 22.001 - Definitions
  In this chapter: (1) "Board of directors" means the group of persons vested with the management of the affairs of the corporation, regardless of the ...
• Texas Business Organizations Code Section 22.002 - Meetings By Remote Communications Technology
  Subject to the provisions of this code and the certificate of formation and bylaws of a corporation, a meeting of the members of a corporation, ...
• Texas Business Organizations Code Section 22.051 - General Purposes
  A nonprofit corporation may be formed for any lawful purpose or purposes not expressly prohibited under this chapter or Chapter 2, including any purpose described ...
• Texas Business Organizations Code Section 22.052 - Dental Health Service Corporation
  (a) A charitable corporation may be formed to operate a dental health service corporation that manages and coordinates the relationship between a dentist who contracts ...
• Texas Business Organizations Code Section 22.053 - Dividends Prohibited
  A dividend may not be paid to, and no part of the income of a corporation may be distributed to, the corporation's members, directors, or ...
• Texas Business Organizations Code Section 22.054 - Authorized Benefits And Distributions
  A corporation may: (1) pay compensation in a reasonable amount to the members, directors, or officers of the corporation for services provided; (2) confer benefits ...
• Texas Business Organizations Code Section 22.055 - Power To Assist Employee Or Officer
  (a) A corporation may lend money to or otherwise assist an employee or officer of the corporation, but not a director, if the loan or ...
• Texas Business Organizations Code Section 22.056 - Health Organization Corporation
  (a) Doctors of medicine and osteopathy licensed by the Texas State Board of Medical Examiners and podiatrists licensed by the Texas State Board of Podiatric ...
• Texas Business Organizations Code Section 22.101 - Incorporation Of Certain Organizations
  A religious society, a charitable, benevolent, literary, or social association, or a church may incorporate as a corporation governed by this chapter with the consent ...
• Texas Business Organizations Code Section 22.102 - Bylaws
  (a) The initial bylaws of a corporation shall be adopted by the corporation's board of directors or, if the management of the corporation is vested ...
• Texas Business Organizations Code Section 22.103 - Inconsistency Between Certificate Of Formation And Bylaw
  (a) A provision of a certificate of formation of a corporation that is inconsistent with a bylaw controls over the bylaw, except as provided by ...
• Texas Business Organizations Code Section 22.104 - Organization Meeting
  (a) After the certificate of formation is filed, the board of directors named in the certificate of formation of a corporation shall hold an organization ...
• Texas Business Organizations Code Section 22.105 - Procedures To Adopt Amendment To Certificate Of Formation By Members Having Voting Rights
  (a) Except as provided by Section 22.107(b), to amend the certificate of formation of a corporation with members having voting rights, the board of directors ...
• Texas Business Organizations Code Section 22.106 - Procedures To Adopt Amendment To Certificate Of Formation By Managing Members
  (a) To be approved, a proposed amendment to the certificate of formation of a corporation the management of the affairs of which is vested in ...
• Texas Business Organizations Code Section 22.107 - Procedures To Adopt Amendment To Certificate Of Formation By Board Of Directors
  (a) If a corporation has no members or has no members with voting rights, or in the case of an amendment under Subsection (b), an ...
• Texas Business Organizations Code Section 22.108 - Number Of Amendments Subject To Vote At Meeting
  Any number of amendments to the corporation's certificate of formation may be submitted to and voted on by a corporation's members at any one meeting ...
• Texas Business Organizations Code Section 22.109 - Restated Certificate Of Formation
  (a) The board of directors of a corporation may adopt a restated certificate of formation as provided by Subchapter B, Chapter 3, by following the ...
• Texas Business Organizations Code Section 22.151 - Members
  (a) A corporation may have one or more classes of members or may have no members. (b) If the corporation has one or more classes ...
• Texas Business Organizations Code Section 22.152 - Immunity From Liability
  The members of a corporation are not personally liable for a debt, liability, or obligation of the corporation. Acts 2003, 78th Leg., ch. 182, § ...
• Texas Business Organizations Code Section 22.153 - Annual Meeting
  (a) Except as provided by Subsection (b), a corporation shall hold an annual meeting of the members at a time that is stated in or ...
• Texas Business Organizations Code Section 22.154 - Failure To Call Annual Meeting
  (a) If the board of directors of a corporation fails to call the annual meeting of members at the designated time, a member of the ...
• Texas Business Organizations Code Section 22.155 - Special Meetings Of Members
  A special meeting of the members of a corporation may be called by: (1) the president; (2) the board of directors; (3) members having not ...
• Texas Business Organizations Code Section 22.156 - Notice Of Meeting
  (a) A corporation other than a church shall provide written notice of the place, date, and time of a meeting of the members of the ...
• Texas Business Organizations Code Section 22.157 - Special Bylaws Affecting Notice
  (a) A corporation may provide in the corporation's bylaws that notice of an annual or regular meeting is not required. (b) A corporation having more ...
• Texas Business Organizations Code Section 22.158 - Preparation And Inspection Of List Of Voting Members
  (a) After setting a record date for the notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its ...
• Texas Business Organizations Code Section 22.159 - Quorum Of Members
  (a) Unless otherwise provided by the certificate of formation or bylaws of a corporation, members of the corporation holding one-tenth of the votes entitled to ...
• Texas Business Organizations Code Section 22.160 - Voting Of Members
  (a) Each member of a corporation, regardless of class, is entitled to one vote on each matter submitted to a vote of the corporation's members, ...
• Texas Business Organizations Code Section 22.161 - Election Of Directors
  (a) A member entitled to vote at an election of directors is entitled to vote, in person or by proxy, for as many persons as ...
• Texas Business Organizations Code Section 22.162 - Greater Voting Requirements Under Certificate Of Formation
  If the corporation's certificate of formation requires the vote or concurrence of a greater proportion of the members of a corporation than is required by ...
• Texas Business Organizations Code Section 22.163 - Record Date For Determination Of Members
  (a) The record date for determining members of a corporation may be set as provided by Section 6.101. (b) If a record date is not ...
• Texas Business Organizations Code Section 22.164 - Vote Required To Approve Fundamental Action
  (a) In this section, "fundamental action" means: (1) an amendment of a certificate of formation; (2) a voluntary winding up under Chapter 11; (3) a ...
• Texas Business Organizations Code Section 22.201 - Management By Board Of Directors
  Except as provided by Section 22.202, the affairs of a corporation are managed by a board of directors. The board of directors may be designated ...
• Texas Business Organizations Code Section 22.202 - Management By Members
  (a) The certificate of formation of a corporation may vest the management of the affairs of the corporation in the members of the corporation. If ...
• Texas Business Organizations Code Section 22.203 - Board Member Eligibility Requirements
  A director of a corporation is not required to be a resident of this state or a member of the corporation unless the certificate of ...
• Texas Business Organizations Code Section 22.204 - Number Of Directors
  (a) If the corporation has a board of directors, a corporation may not have fewer than three directors. The number of directors shall be set ...
• Texas Business Organizations Code Section 22.205 - Designation Of Initial Board Of Directors
  If the corporation is to be managed by a board of directors, the certificate of formation of a corporation must state the names of the ...
• Texas Business Organizations Code Section 22.206 - Election Or Appointment Of Board Of Directors
  Directors other than the initial directors are elected, appointed, or designated in the manner provided by the certificate of formation or bylaws. If the method ...
• Texas Business Organizations Code Section 22.207 - Election And Control By Certain Entities
  (a) The board of directors of a religious, charitable, educational, or eleemosynary corporation may be affiliated with, elected, and controlled by an incorporated or unincorporated ...
• Texas Business Organizations Code Section 22.208 - Term Of Office
  (a) Unless the director resigns or is removed, a director on the initial board of directors of a corporation holds office until the first annual ...
• Texas Business Organizations Code Section 22.209 - Classification Of Directors
  Directors may be divided into classes. The terms of office of the several classes are not required to be uniform. Acts 2003, 78th Leg., ch. ...
• Texas Business Organizations Code Section 22.210 - Ex Officio Member Of Board
  (a) The certificate of formation or bylaws of a corporation may provide that a person may be an ex officio member of the board of ...
• Texas Business Organizations Code Section 22.211 - Removal Of Director
  (a) A director of a corporation may be removed from office under any procedure provided by the certificate of formation or bylaws of the corporation. ...
• Texas Business Organizations Code Section 22.2111 - Resignation Of Director
  Except as provided by the certificate of formation or bylaws, a director of a corporation may resign at any time by providing written notice to ...
• Texas Business Organizations Code Section 22.212 - Vacancy
  (a) Unless otherwise provided by the certificate of formation or bylaws of the corporation, a vacancy in the board of directors of a corporation shall ...
• Texas Business Organizations Code Section 22.213 - Quorum
  (a) A quorum for the transaction of business by the board of directors of a corporation is the lesser of: (1) the majority of the ...
• Texas Business Organizations Code Section 22.214 - Action By Directors
  The act of a majority of the directors present in person or by proxy at a meeting at which a quorum is present is the ...
• Texas Business Organizations Code Section 22.215 - Voting In Person Or By Proxy
  A director of a corporation may vote in person or, if authorized by the certificate of formation or bylaws of the corporation, by proxy executed ...
• Texas Business Organizations Code Section 22.216 - Term And Revocability Of Proxy
  (a) A proxy expires three months after the date the proxy is executed. (b) A proxy is revocable unless otherwise provided by the proxy or ...
• Texas Business Organizations Code Section 22.217 - Notice Of Meeting; Waiver Of Notice
  (a) Regular meetings of the board of directors of a corporation may be held with or without notice as prescribed by the corporation's bylaws. (b) ...
• Texas Business Organizations Code Section 22.218 - Management Committee
  (a) If authorized by the certificate of formation or bylaws of the corporation, the board of directors of a corporation, by resolution adopted by the ...
• Texas Business Organizations Code Section 22.219 - Other Committees
  (a) The board of directors of a corporation, by resolution adopted by the majority of the directors at a meeting at which a quorum is ...
• Texas Business Organizations Code Section 22.220 - Action Without Meeting Of Directors Or Committee
  (a) The certificate of formation of a corporation may provide that an action required by this chapter to be taken at a meeting of the ...
• Texas Business Organizations Code Section 22.221 - General Standards For Directors
  (a) A director shall discharge the director's duties, including duties as a committee member, in good faith, with ordinary care, and in a manner the ...
• Texas Business Organizations Code Section 22.222 - Religious Corporation Director's Good Faith Reliance On Certain Information
  A director of a religious corporation, in the discharge of a duty imposed or power conferred on the director, including a duty imposed or power ...
• Texas Business Organizations Code Section 22.223 - Not A Trustee
  A director of a corporation is not considered to have the duties of a trustee of a trust with respect to the corporation or with ...
• Texas Business Organizations Code Section 22.224 - Delegation Of Investment Authority
  (a) The board of directors of a corporation may: (1) contract with an advisor who is an investment counsel or a trust company, bank, investment ...
• Texas Business Organizations Code Section 22.225 - Loan To Director Prohibited
  (a) A corporation may not make a loan to a director. (b) The directors of a corporation who vote for or assent to the making ...
• Texas Business Organizations Code Section 22.226 - Director Liability For Certain Distributions Of Assets
  (a) In addition to any other liability imposed by law on the directors of a corporation, the directors who vote for or assent to a ...
• Texas Business Organizations Code Section 22.227 - Dissent To Action
  (a) A director of a corporation who is present at a meeting of the board of directors at which action is taken on a corporate ...
• Texas Business Organizations Code Section 22.228 - Reliance On Written Opinion Of Attorney
  A director is not liable under Section 22.226 or 22.227 if, in the exercise of ordinary care, the director acted in good faith and in ...
• Texas Business Organizations Code Section 22.229 - Right To Contribution
  A director against whom a claim is asserted under Section 22.226 or 22.227 and who is held liable on the claim is entitled to contribution ...
• Texas Business Organizations Code Section 22.230 - Contracts Or Transactions Involving Interested Directors, Officers, And Members
  (a) This section applies only to a contract or transaction between a corporation and: (1) one or more of the corporation's directors, officers, or members; ...
• Texas Business Organizations Code Section 22.231 - Officers
  (a) The officers of a corporation shall include a president and a secretary and may include one or more vice presidents, a treasurer, and other ...
• Texas Business Organizations Code Section 22.232 - Election Or Appointment Of Officers
  (a) An officer of a corporation shall be elected or appointed at the time, in the manner, and for the terms prescribed by the certificate ...
• Texas Business Organizations Code Section 22.233 - Application To Church
  A corporation that is a church is not required to have officers as provided by this subchapter. The duties and responsibilities of the officers may ...
• Texas Business Organizations Code Section 22.234 - Religious Corporation Officer's Good Faith Reliance On Certain Information
  An officer of a religious corporation, in the discharge of a duty imposed or power conferred on the officer, may rely in good faith and ...
• Texas Business Organizations Code Section 22.235 - Officer Liability
  (a) An officer is not liable to the corporation or any other person for an action taken or omission made by the officer in the ...
• Texas Business Organizations Code Section 22.251 - Approval Of Merger
  (a) A domestic corporation that is a party to a merger under Chapter 10 must approve the merger by complying with this section. (b) If ...
• Texas Business Organizations Code Section 22.252 - Approval Of Sale Of All Or Substantially All Of Assets
  (a) A corporation must approve the sale of all or substantially all of its assets by complying with this section. (b) If the corporation has ...
• Texas Business Organizations Code Section 22.253 - Meeting Of Members; Notice
  (a) The corporation must give to each member entitled to vote at a meeting described by Section 22.251(c) or (d) or Section 22.252(c) or (d) ...
• Texas Business Organizations Code Section 22.254 - Pledge, Mortgage, Deed Of Trust, Or Trust Indenture
  (a) Except as otherwise provided by Subsection (b) or by the corporation's certificate of formation: (1) the board of directors of a corporation may authorize ...
• Texas Business Organizations Code Section 22.255 - Conveyance By Corporation
  A corporation may convey real property of the corporation when authorized by appropriate resolution of the board of directors or members. Acts 2003, 78th Leg., ...
• Texas Business Organizations Code Section 22.256 - Approval Of Conversion
  (a) A domestic corporation must approve a conversion under Chapter 10 by complying with this section. (b) If the corporation has no members or has ...
• Texas Business Organizations Code Section 22.257 - Approval Of Exchange
  (a) A domestic corporation must approve an exchange under Chapter 10 by complying with this section. (b) If the corporation has no members or has ...
• Texas Business Organizations Code Section 22.301 - Approval Of Voluntary Winding Up, Reinstatement, Revocation Of Voluntary Winding Up, Or Distribution Plan
  A corporation must approve a voluntary winding up in accordance with Chapter 11, a reinstatement in accordance with Section 11.202, a cancellation of an event ...
• Texas Business Organizations Code Section 22.302 - Certain Procedures For Approval
  To approve a voluntary winding up, a reinstatement, a cancellation of an event requiring winding up, a revocation of a voluntary decision to wind up, ...
• Texas Business Organizations Code Section 22.303 - Meeting Of Members; Notice
  (a) The corporation must give to each member entitled to vote at a meeting described by Section 22.302(2) or (3) a written notice stating that ...
• Texas Business Organizations Code Section 22.304 - Application And Distribution Of Property
  (a) After all liabilities and obligations of a corporation in the process of winding up are paid, satisfied, and discharged in accordance with Section 11.053, ...
• Texas Business Organizations Code Section 22.305 - Distribution Plan
  A plan providing for the distribution of property may be adopted by a corporation in the process of winding up, and shall be adopted by ...
• Texas Business Organizations Code Section 22.306 - Limited Survival After Natural Expiration
  (a) A corporation that was terminated by the expiration of the period of its duration may, during the three-year period following the date of termination, ...
• Texas Business Organizations Code Section 22.307 - Responsibility For Winding Up
  If a corporation determines or is required to wind up, the winding up of the corporation's affairs shall be managed by: (1) the directors, if ...
• Texas Business Organizations Code Section 22.351 - Member's Right To Inspect Books And Records
  A member of a corporation, on written demand stating the purpose of the demand, is entitled to examine and copy at the member's expense, in ...
• Texas Business Organizations Code Section 22.352 - Financial Records And Annual Reports
  (a) A corporation shall maintain current and accurate financial records with complete entries as to each financial transaction of the corporation, including income and expenditures, ...
• Texas Business Organizations Code Section 22.353 - Availability Of Financial Information For Public Inspection
  (a) A corporation shall keep records, books, and annual reports of the corporation's financial activity at the corporation's registered or principal office in this state ...
• Texas Business Organizations Code Section 22.354 - Failure To Maintain Financial Record Or Prepare Annual Report; Offense
  (a) A corporation commits an offense if the corporation fails to maintain a financial record, prepare an annual report, or make the record or report ...
• Texas Business Organizations Code Section 22.355 - Exemptions From Certain Requirements Relating To Financial Records And Annual Reports
  Sections 22.352, 22.353, and 22.354 do not apply to: (1) a corporation that solicits funds only from members of the corporation; (2) a corporation that ...
• Texas Business Organizations Code Section 22.356 - Corporations Assisting State Agencies
  (a) In this section, "state agency" means: (1) a board, commission, department, office, or other entity that is in the executive branch of state government ...
• Texas Business Organizations Code Section 22.357 - Report Of Domestic And Foreign Corporations
  (a) The secretary of state may require a domestic corporation or a foreign corporation registered to conduct affairs in this state to file a report ...
• Texas Business Organizations Code Section 22.358 - Notice Regarding Report
  (a) The secretary of state shall send written notice that the report required by Section 22.357 is due. The notice must be: (1) addressed to ...
• Texas Business Organizations Code Section 22.359 - Filing Of Report
  A copy of the report must be filed with the secretary of state in accordance with Chapter 4 not later than the 30th day after ...
• Texas Business Organizations Code Section 22.360 - Failure To File Report
  (a) A domestic or foreign corporation that fails to file a report under Sections 22.357 and 22.359 when the report is due forfeits the corporation's ...
• Texas Business Organizations Code Section 22.361 - Notice Of Forfeiture
  Notice of forfeiture under Section 22. 360 shall be mailed to the corporation's registered agent at the registered office or to the corporation at: (1) ...
• Texas Business Organizations Code Section 22.362 - Effect Of Forfeiture
  (a) Unless the right of the corporation to conduct affairs in this state is revived under Section 22.363: (1) the corporation may not maintain an ...
• Texas Business Organizations Code Section 22.363 - Revival Of Right To Conduct Affairs
  (a) A corporation may be relieved from a forfeiture under Section 22.360 by filing the required report, accompanied by the revival fee, not later than ...
• Texas Business Organizations Code Section 22.364 - Failure To Revive; Termination Or Revocation
  (a) The failure of a corporation that has forfeited its right to conduct affairs in this state to revive that right under Section 22.363 is ...
• Texas Business Organizations Code Section 22.365 - Reinstatement
  (a) A corporation that is terminated or the registration of which has been revoked as provided by Section 22.364 may be relieved of the termination ...
• Texas Business Organizations Code Section 22.401 - Definition
  In this chapter, "church benefits board" means an organization described by Section 414(e)(3)(A), Internal Revenue Code, that: (1) has the principal purpose or function of ...
• Texas Business Organizations Code Section 22.402 - Pensions And Benefits
  When authorized by the corporation's members or as otherwise provided by law, a domestic or foreign nonprofit corporation formed for a religious purpose may provide, ...
• Texas Business Organizations Code Section 22.403 - Contributions
  (a) A church benefits board may provide for: (1) the collection of contributions and other payments to assist in providing pensions and benefits under this ...
• Texas Business Organizations Code Section 22.404 - Power To Act As Trustee
  A church benefits board may act as: (1) a trustee under a lawful trust committed to the board by contract, will, or otherwise; and (2) ...
• Texas Business Organizations Code Section 22.405 - Documents And Agreements
  A church benefits board may provide to a program participant a certificate or agreement of participation, a debenture, or an indemnification agreement, as appropriate to ...
• Texas Business Organizations Code Section 22.406 - Indemnification
  A church benefits board, or an affiliate wholly owned by the board, may agree to indemnify against damage or risk of loss: (1) a minister, ...
• Texas Business Organizations Code Section 22.407 - Protection Of Benefits
  (a) Money or other benefits that have been or will be provided to a participant or a beneficiary under a plan or program provided by ...
• Texas Business Organizations Code Section 22.408 - Assignment Of Benefits
  An assignment or transfer or an attempt to make an assignment or transfer by a beneficiary of money, benefits, or other rights under a plan ...
• Texas Business Organizations Code Section 22.409 - Insurance Code Not Applicable
  The Insurance Code does not apply to a church benefits board or a program, plan, benefit, or activity of the board or a person affiliated ...
• Texas Business Organizations Code Section 23.001 - Determination Of Applicable Law
  (a) A corporation created under this chapter or under a special statute outside this code, to the extent not inconsistent with a special statute regarding ...
• Texas Business Organizations Code Section 23.002 - Applicability Of Filing Requirements
  Except as otherwise provided by the special statute, a document to be filed with the secretary of state under a special statute shall be executed ...
• Texas Business Organizations Code Section 23.003 - Domestic Corporation Organized Under Special Statute
  A corporation organized under a special statute other than this code is not considered a "domestic corporation" formed under this code, although this code may ...
• Texas Business Organizations Code Section 23.051 - Definitions
  In this subchapter: (1) "Corporation" means a business development corporation organized under this subchapter. (2) "Financial institution" means a banking corporation or trust company, savings ...
• Texas Business Organizations Code Section 23.052 - Organizers
  Subject to The Securities Act (Article 581-1 et seq., Vernon's Texas Civil Statutes), 25 or more persons, the majority of whom must be residents of ...
• Texas Business Organizations Code Section 23.053 - Purposes
  (a) A business development corporation may be organized as a: (1) for-profit corporation under Chapter 21; or (2) nonprofit corporation under Chapter 22. (b) The ...
• Texas Business Organizations Code Section 23.054 - Powers
  (a) The powers of a corporation include, in addition to the powers conferred on the corporation by Chapters 2 and 21 or 22, as applicable, ...
• Texas Business Organizations Code Section 23.055 - Statewide Operation
  A corporation organized under this subchapter is a state development company as defined by Section 103, Small Business Investment Act of 1958 (15 U.S.C. Section ...
• Texas Business Organizations Code Section 23.056 - Certificate Of Formation
  (a) The certificate of formation of a corporation must state: (1) the name of the corporation; (2) the purpose or purposes for which the corporation ...
• Texas Business Organizations Code Section 23.057 - Management By Board Of Directors; Number Of Directors
  (a) The organization, control, and management of a corporation are vested in a board of directors. The board must consist of not fewer than 15 ...
• Texas Business Organizations Code Section 23.058 - Election Or Appointment Of Directors
  (a) The incorporators of a corporation shall name the directors constituting the initial board of directors of the corporation. Directors other than the initial directors ...
• Texas Business Organizations Code Section 23.059 - Term Of Office; Vacancy
  (a) A director of a corporation holds office until the next annual election of directors and until a successor is elected and qualified, unless the ...
• Texas Business Organizations Code Section 23.060 - Officers
  The board of directors of a corporation shall appoint a president, a treasurer, and any other agent or officer of the corporation and shall fill ...
• Texas Business Organizations Code Section 23.061 - Participation As Owner
  (a) An individual, corporation, or other organization authorized to conduct business in this state, including a public utility company, insurance and casualty company, or foreign ...
• Texas Business Organizations Code Section 23.062 - Financial Institution As Member Of Corporation
  (a) A financial institution may become a member of a corporation and may make loans to the corporation as provided by this chapter. (b) A ...
• Texas Business Organizations Code Section 23.063 - Withdrawal Of Member
  (a) On written notice to the corporation's board of directors, a member may withdraw from a corporation on the date stated in the notice. The ...
• Texas Business Organizations Code Section 23.064 - Powers Of Shareholders And Members
  The shareholders and members of a corporation may: (1) determine the number of directors and elect the directors as provided by Section 23.058; (2) make, ...
• Texas Business Organizations Code Section 23.065 - Voting By Shareholder Or Member
  (a) Each shareholder of a corporation has one vote, in person or by proxy, for each share held by the shareholder. (b) Each member of ...
• Texas Business Organizations Code Section 23.066 - Loan To Corporation
  (a) When called on by a corporation to make a loan to the corporation, a member of the corporation shall make the loan on those ...
• Texas Business Organizations Code Section 23.067 - Prohibited Loan
  (a) A member may not make a loan to a corporation if, immediately after the loan would be made, the total amount of the obligations ...
• Texas Business Organizations Code Section 23.068 - Loan Limits
  (a) A loan limit shall be established at the $1,000 amount nearest to the amount computed in accordance with this section. (b) The total amount ...
• Texas Business Organizations Code Section 23.069 - Surplus
  (a) A corporation shall set apart as earned surplus not less than 10 percent of the corporation's net earnings each year until the surplus, with ...
• Texas Business Organizations Code Section 23.070 - Depository
  (a) A corporation may deposit the corporation's funds in a banking institution that has been designated as a depository by a vote of the majority ...
• Texas Business Organizations Code Section 23.071 - Annual Report; Provision Of Required Information
  (a) A corporation shall annually make a report of its condition to the banking commissioner and the Texas Department of Insurance. (b) A corporation shall ...
• Texas Business Organizations Code Section 23.101 - Formation
  (a) An institution or order, by resolution or other consent of its members, may incorporate under this subchapter if the institution or order is: (1) ...
• Texas Business Organizations Code Section 23.102 - Applicability Of Chapter 22
  If this subchapter does not contain any provision regarding a matter provided for in Chapter 22, to the extent consistent with this subchapter, Chapter 22 ...
• Texas Business Organizations Code Section 23.103 - Duration
  A grand body that incorporates under this subchapter may provide in the grand body's certificate of formation for the expiration of its corporate powers at ...
• Texas Business Organizations Code Section 23.104 - Subordinate Lodges
  (a) The incorporation of a grand body includes each of its subordinate lodges or bodies holding a warrant or charter under the grand body. (b) ...
• Texas Business Organizations Code Section 23.105 - Trustees And Directors
  A grand body and a subordinate of the grand body may elect trustees and directors or may appoint trustees or directors from among their officers. ...
• Texas Business Organizations Code Section 23.106 - Franchise Taxes
  A corporation formed under this subchapter is not subject to or required to pay a franchise tax, except that a corporation is exempt from the ...
• Texas Business Organizations Code Section 23.107 - General Powers
  A grand body and a subordinate of the grand body may take action as directed or provided by law in the case of other corporations ...
• Texas Business Organizations Code Section 23.108 - Authority Regarding Property
  (a) A grand body or subordinate body may acquire and hold property as necessary or convenient for a site on which to erect a building ...
• Texas Business Organizations Code Section 23.109 - Authority Regarding Loans
  (a) A grand body incorporated under this subchapter may: (1) loan money held and owned by the grand body for charitable purposes, for the endowment ...
• Texas Business Organizations Code Section 23.110 - Winding Up And Termination Of Subordinate Body
  (a) On the winding up and termination of a subordinate body attached to a grand body, all property and rights existing in the subordinate body ...
• Texas Business Organizations Code Section 101.001 - Definitions
  In this title: (1) "Company agreement" means any agreement, written or oral, of the members concerning the affairs or the conduct of the business of ...
• Texas Business Organizations Code Section 101.051 - Certain Provisions Contained In Certificate Of Formation
  (a) A provision that may be contained in the company agreement of a limited liability company may alternatively be included in the certificate of formation ...
• Texas Business Organizations Code Section 101.052 - Company Agreement
  (a) Except as provided by Section 101.054, the company agreement of a limited liability company governs: (1) the relations among members, managers, and officers of ...
• Texas Business Organizations Code Section 101.053 - Amendment Of Company Agreement
  The company agreement of a limited liability company may be amended only if each member of the company consents to the amendment. Acts 2003, 78th ...
• Texas Business Organizations Code Section 101.054 - Waiver Or Modification Of Certain Statutory Provisions Prohibited; Exceptions
  (a) Except as provided by this section, the following provisions may not be waived or modified in the company agreement of a limited liability company: ...
• Texas Business Organizations Code Section 101.101 - Members Required
  (a) A limited liability company may have one or more members. Except as provided by this section, a limited liability company must have at least ...
• Texas Business Organizations Code Section 101.102 - Qualification For Membership
  (a) A person may be a member of or acquire a membership interest in a limited liability company unless the person lacks capacity apart from ...
• Texas Business Organizations Code Section 101.103 - Effective Date Of Membership
  (a) In connection with the formation of a company, a person becomes a member of the company on the date the company is formed if ...
• Texas Business Organizations Code Section 101.104 - Classes Or Groups Of Members Or Membership Interests
  (a) The company agreement of a limited liability company may: (1) establish within the company classes or groups of one or more members or membership ...
• Texas Business Organizations Code Section 101.105 - Issuance Of Membership Interests After Formation Of Company
  A limited liability company, after the formation of the company, may: (1) issue membership interests in the company to any person with the approval of ...
• Texas Business Organizations Code Section 101.106 - Nature Of Membership Interest
  (a) A membership interest in a limited liability company is personal property. (b) A member of a limited liability company or an assignee of a ...
• Texas Business Organizations Code Section 101.107 - Withdrawal Or Expulsion Of Member Prohibited
  A member of a limited liability company may not withdraw or be expelled from the company. Acts 2003, 78th Leg., ch. 182, § 1, eff. ...
• Texas Business Organizations Code Section 101.108 - Assignment Of Membership Interest
  (a) A membership interest in a limited liability company may be wholly or partly assigned. (b) An assignment of a membership interest in a limited ...
• Texas Business Organizations Code Section 101.109 - Rights And Duties Of Assignee Of Membership Interest Before Membership
  (a) A person who is assigned a membership interest in a limited liability company is entitled to: (1) receive any allocation of income, gain, loss, ...
• Texas Business Organizations Code Section 101.110 - Rights And Liabilities Of Assignee Of Membership Interest After Becoming Member
  (a) An assignee of a membership interest in a limited liability company, after becoming a member of the company, is: (1) entitled, to the extent ...
• Texas Business Organizations Code Section 101.111 - Rights And Duties Of Assignor Of Membership Interest
  (a) An assignor of a membership interest in a limited liability company continues to be a member of the company and is entitled to exercise ...
• Texas Business Organizations Code Section 101.112 - Judgment Creditor; Charge Of Membership Interest
  (a) On application by a judgment creditor of a member of a limited liability company or any other owner of a membership interest in a ...
• Texas Business Organizations Code Section 101.113 - Parties To Actions
  A member of a limited liability company may be named as a party in an action by or against the limited liability company only if ...
• Texas Business Organizations Code Section 101.114 - Liability For Obligations
  Except as and to the extent the company agreement specifically provides otherwise, a member or manager is not liable for a debt, obligation, or liability ...
• Texas Business Organizations Code Section 101.151 - Requirements For Enforceable Promise
  A promise to make a contribution or otherwise pay cash or transfer property to a limited liability company is enforceable only if the promise is: ...
• Texas Business Organizations Code Section 101.152 - Enforceable Promise Not Affected By Change In Circumstances
  A member of a limited liability company is obligated to perform an enforceable promise to make a contribution or otherwise pay cash or transfer property ...
• Texas Business Organizations Code Section 101.153 - Failure To Perform Enforceable Promise; Consequences
  (a) A member of a limited liability company, or the member's legal representative or successor, who does not perform an enforceable promise to make a ...
• Texas Business Organizations Code Section 101.154 - Consent Required To Release Enforceable Obligation
  The obligation of a member of a limited liability company, or of the member's legal representative or successor, to make a contribution or otherwise pay ...
• Texas Business Organizations Code Section 101.155 - Creditor's Right To Enforce Certain Obligations
  A creditor of a limited liability company who extends credit or otherwise acts in reasonable reliance on an enforceable obligation of a member of the ...
• Texas Business Organizations Code Section 101.156 - Requirements To Enforce Conditional Obligation
  (a) An obligation of a member of a limited liability company that is subject to a condition may be enforced by the company or a ...
• Texas Business Organizations Code Section 101.201 - Allocation Of Profits And Losses
  The profits and losses of a limited liability company shall be allocated to each member of the company on the basis of the agreed value ...
• Texas Business Organizations Code Section 101.202 - Distribution In Kind
  A member of a limited liability company is entitled to receive or demand a distribution from the company only in the form of cash, regardless ...
• Texas Business Organizations Code Section 101.203 - Sharing Of Distributions
  Distributions of cash and other assets of a limited liability company shall be made to each member of the company according to the agreed value ...
• Texas Business Organizations Code Section 101.204 - Interim Distributions
  A member of a limited liability company, before the winding up of the company, is not entitled to receive and may not demand a distribution ...
• Texas Business Organizations Code Section 101.205 - Distribution On Withdrawal
  A member of a limited liability company who validly exercises the member's right to withdraw from the company granted under the company agreement is entitled ...
• Texas Business Organizations Code Section 101.206 - Prohibited Distribution; Duty To Return
  (a) A limited liability company may not make a distribution to a member of the company if, immediately after making the distribution, the company's total ...
• Texas Business Organizations Code Section 101.207 - Creditor Status With Respect To Distribution
  Subject to Sections 11.053 and 101.206, when a member of a limited liability company is entitled to receive a distribution from the company, the member, ...
• Texas Business Organizations Code Section 101.251 - Membership
  The governing authority of a limited liability company consists of: (1) the managers of the company, if the company's certificate of formation states that the ...
• Texas Business Organizations Code Section 101.252 - Management By Governing Authority
  The governing authority of a limited liability company shall manage the business and affairs of the company as provided by: (1) the company agreement; and ...
• Texas Business Organizations Code Section 101.253 - Designation Of Committees; Delegation Of Authority
  (a) The governing authority of a limited liability company by resolution may designate: (1) one or more committees of the governing authority consisting of one ...
• Texas Business Organizations Code Section 101.254 - Designation Of Agents; Binding Acts
  (a) Except as provided by this title and Title 1, each governing person of a limited liability company and each officer or agent of a ...
• Texas Business Organizations Code Section 101.255 - Contracts Or Transactions Involving Interested Governing Persons Or Officers
  (a) This section applies only to a contract or transaction between a limited liability company and: (1) one or more of the company's governing persons ...
• Texas Business Organizations Code Section 101.301 - Applicability Of Subchapter
  This subchapter applies only to a limited liability company that has one or more managers. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. ...
• Texas Business Organizations Code Section 101.302 - Number And Qualifications
  (a) The managers of a limited liability company may consist of one or more persons. (b) Except as provided by Subsection (c), the number of ...
• Texas Business Organizations Code Section 101.303 - Term
  A manager of a limited liability company serves: (1) for the term, if any, for which the manager is elected and until the manager's successor ...
• Texas Business Organizations Code Section 101.304 - Removal
  Subject to Section 101.306(a), a manager of a limited liability company may be removed, with or without cause, at a meeting of the company's members ...
• Texas Business Organizations Code Section 101.305 - Manager Vacancy
  (a) Subject to Section 101.306(b), a vacancy in the position of a manager of a limited liability company may be filled by: (1) the affirmative ...
• Texas Business Organizations Code Section 101.306 - Removal And Replacement Of Manager Elected By Class Or Group
  (a) If a class or group of the members of a limited liability company is entitled by the company agreement of the company to elect ...
• Texas Business Organizations Code Section 101.307 - Methods Of Classifying Managers
  Other methods of classifying managers of a limited liability company, including providing for managers who serve for staggered terms of office or terms that are ...
• Texas Business Organizations Code Section 101.351 - Applicability Of Subchapter
  This subchapter applies only to a meeting of and voting by: (1) the governing authority of a limited liability company; (2) the members of a ...
• Texas Business Organizations Code Section 101.352 - General Notice Requirements
  (a) Except as provided by Subsection (b), notice of a regular or special meeting of the governing authority or members of a limited liability company, ...
• Texas Business Organizations Code Section 101.353 - Quorum
  A majority of all of the governing persons, members, or committee members of a limited liability company constitutes a quorum for the purpose of transacting ...
• Texas Business Organizations Code Section 101.354 - Equal Voting Rights
  Each governing person, member, or committee member of a limited liability company has an equal vote at a meeting of the governing authority, members, or ...
• Texas Business Organizations Code Section 101.355 - Act Of Governing Authority, Members, Or Committee
  Except as provided by this title or Title 1, the affirmative vote of the majority of the governing persons, members, or committee members of a ...
• Texas Business Organizations Code Section 101.356 - Votes Required To Approve Certain Actions
  (a) Except as provided in this section or any other section in this title, an action of a limited liability company may be approved by ...
• Texas Business Organizations Code Section 101.357 - Manner Of Voting
  (a) A member of a limited liability company may vote: (1) in person; or (2) by a proxy executed in writing by the member. (b) ...
• Texas Business Organizations Code Section 101.358 - Action By Less Than Unanimous Written Consent
  (a) This section applies only to an action required or authorized to be taken at an annual or special meeting of the governing authority, the ...
• Texas Business Organizations Code Section 101.359 - Effective Action By Members Or Managers With Or Without Meeting
  Members or managers of a limited liability company may take action at a meeting of the members or managers or without a meeting in any ...
• Texas Business Organizations Code Section 101.401 - Expansion Or Restriction Of Duties And Liabilities
  The company agreement of a limited liability company may expand or restrict any duties, including fiduciary duties, and related liabilities that a member, manager, officer, ...
• Texas Business Organizations Code Section 101.402 - Permissive Indemnification, Advancement Of Expenses, And Insurance Or Other Arrangements
  (a) A limited liability company may: (1) indemnify a person; (2) pay in advance or reimburse expenses incurred by a person; and (3) purchase or ...
• Texas Business Organizations Code Section 101.451 - Definitions
  In this subchapter: (1) "Derivative proceeding" means a civil suit in the right of a domestic limited liability company or, to the extent provided by ...
• Texas Business Organizations Code Section 101.452 - Standing To Bring Proceeding
  A member may not institute or maintain a derivative proceeding unless: (1) the member: (A) was a member of the limited liability company at the ...
• Texas Business Organizations Code Section 101.453 - Demand
  (a) A member may not institute a derivative proceeding until the 91st day after the date a written demand is filed with the limited liability ...
• Texas Business Organizations Code Section 101.454 - Determination By Governing Or Independent Persons
  (a) The determination of how to proceed on allegations made in a demand or petition relating to a derivative proceeding must be made by an ...
• Texas Business Organizations Code Section 101.455 - Stay Of Proceeding
  (a) If the domestic or foreign limited liability company that is the subject of a derivative proceeding commences an inquiry into the allegations made in ...
• Texas Business Organizations Code Section 101.456 - Discovery
  (a) If a domestic or foreign limited liability company proposes to dismiss a derivative proceeding under Section 101.458, discovery by a member after the filing ...
• Texas Business Organizations Code Section 101.457 - Tolling Of Statute Of Limitations
  A written demand filed with the limited liability company under Section 101.453 tolls the statute of limitations on the claim on which demand is made ...
• Texas Business Organizations Code Section 101.458 - Dismissal Of Derivative Proceeding
  (a) A court shall dismiss a derivative proceeding on a motion by the limited liability company if the person or group of persons described by ...
• Texas Business Organizations Code Section 101.459 - Allegations If Demand Rejected
  If a derivative proceeding is instituted after a demand is rejected, the petition must allege with particularity facts that establish that the rejection was not ...
• Texas Business Organizations Code Section 101.460 - Discontinuance Or Settlement
  (a) A derivative proceeding may not be discontinued or settled without court approval. (b) The court shall direct that notice be given to the affected ...
• Texas Business Organizations Code Section 101.461 - Payment Of Expenses
  (a) In this section, "expenses" means reasonable expenses incurred by a party in a derivative proceeding, including: (1) attorney's fees; (2) costs of pursuing an ...
• Texas Business Organizations Code Section 101.462 - Application To Foreign Limited Liability Companies
  (a) In a derivative proceeding brought in the right of a foreign limited liability company, the matters covered by this subchapter are governed by the ...
• Texas Business Organizations Code Section 101.463 - Closely Held Limited Liability Company
  (a) In this section, "closely held limited liability company" means a limited liability company that has: (1) fewer than 35 members; and (2) no membership ...
• Texas Business Organizations Code Section 101.501 - Supplemental Records Required For Limited Liability Companies
  (a) In addition to the books and records required to be kept under Section 3.151, a limited liability company shall keep at its principal office ...
• Texas Business Organizations Code Section 101.502 - Right To Examine Records And Certain Other Information
  (a) A member of a limited liability company or an assignee of a membership interest in a limited liability company, or a representative of the ...
• Texas Business Organizations Code Section 101.551 - Persons Eligible To Wind Up Company
  After an event requiring the winding up of a limited liability company unless a revocation as provided by Section 11.151 or a cancellation as provided ...
• Texas Business Organizations Code Section 101.552 - Approval Of Voluntary Winding Up, Revocation, Cancellation, Or Reinstatement
  A majority vote of all of the governing members of a limited liability company or, if the limited liability company has no members, a majority ...
• Texas Business Organizations Code Section 151.001 - Definitions
  In this title: (1) "Capital account" means the amount computed by: (A) adding the amount of a partner's original and additional contributions of cash to ...
• Texas Business Organizations Code Section 151.002 - Knowledge Of Fact
  For purposes of this title, a person has knowledge of a fact only if the person has actual knowledge of the fact. Acts 2003, 78th ...
• Texas Business Organizations Code Section 151.003 - Notice Of Fact
  (a) For purposes of this title, a person has notice of a fact if the person: (1) has knowledge of the fact; (2) has received ...
• Texas Business Organizations Code Section 152.001 - Definitions
  In this chapter: (1) "Event of withdrawal" or "withdrawal" means an event specified by Section 152.501(b). (2) "Event requiring a winding up" means an event ...
• Texas Business Organizations Code Section 152.002 - Effect Of Partnership Agreement; Nonwaivable And Variable Provisions
  (a) Except as provided by Subsection (b), a partnership agreement governs the relations of the partners and between the partners and the partnership. To the ...
• Texas Business Organizations Code Section 152.003 - Supplemental Principles Of Law
  The principles of law and equity and the other partnership provisions supplement this chapter unless otherwise provided by this chapter or the other partnership provisions. ...
• Texas Business Organizations Code Section 152.004 - Rule Of Statutory Construction Not Applicable
  The rule that a statute in derogation of the common law is to be strictly construed does not apply to this chapter or the other ...
• Texas Business Organizations Code Section 152.005 - Applicable Interest Rate
  If an obligation to pay interest arises under this chapter and the rate is not specified, the interest rate is the rate specified by Section ...
• Texas Business Organizations Code Section 152.051 - Partnership Defined
  (a) In this section, "association" does not have the meaning of the term "association" under Section 1.002. (b) Except as provided by Subsection (c) and ...
• Texas Business Organizations Code Section 152.052 - Rules For Determining If Partnership Is Created
  (a) Factors indicating that persons have created a partnership include the persons': (1) receipt or right to receive a share of profits of the business; ...
• Texas Business Organizations Code Section 152.053 - Qualifications To Be Partner; Nonpartner's Liability To Third Person
  (a) A person may be a partner unless the person lacks capacity apart from this chapter. (b) Except as provided by Section 152.307, a person ...
• Texas Business Organizations Code Section 152.054 - False Representation Of Partnership Or Partner
  (a) A false representation or other conduct falsely indicating that a person is a partner with another person does not of itself create a partnership. ...
• Texas Business Organizations Code Section 152.055 - Authority Of Certain Professionals To Create Partnership
  (a) Persons licensed as doctors of medicine and persons licensed as doctors of osteopathy by the Texas State Board of Medical Examiners and persons licensed ...
• Texas Business Organizations Code Section 152.056 - Partnership As Entity
  A partnership is an entity distinct from its partners. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. ...
• Texas Business Organizations Code Section 152.101 - Nature Of Partnership Property
  Partnership property is not property of the partners. A partner or a partner's spouse does not have an interest in partnership property. Acts 2003, 78th ...
• Texas Business Organizations Code Section 152.102 - Classification As Partnership Property
  (a) Property is partnership property if acquired in the name of: (1) the partnership; or (2) one or more partners, regardless of whether the name ...
• Texas Business Organizations Code Section 152.201 - Admission As Partner
  A person may become a partner only with the consent of all partners. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. ...
• Texas Business Organizations Code Section 152.202 - Credits Of And Charges To Partner
  (a) Each partner is credited with an amount equal to: (1) the cash and the value of property the partner contributes to a partnership; and ...
• Texas Business Organizations Code Section 152.203 - Rights And Duties Of Partner
  (a) Each partner has equal rights in the management and conduct of the business of a partnership. A partner's right to participate in the management ...
• Texas Business Organizations Code Section 152.204 - General Standards Of Partner's Conduct
  (a) A partner owes to the partnership, the other partners, and a transferee of a deceased partner's partnership interest as designated in Section 152.406(a)(2): (1) ...
• Texas Business Organizations Code Section 152.205 - Partner's Duty Of Loyalty
  A partner's duty of loyalty includes: (1) accounting to and holding for the partnership property, profit, or benefit derived by the partner: (A) in the ...
• Texas Business Organizations Code Section 152.206 - Partner's Duty Of Care
  (a) A partner's duty of care to the partnership and the other partners is to act in the conduct and winding up of the partnership ...
• Texas Business Organizations Code Section 152.207 - Standards Of Conduct Applicable To Person Winding Up Partnership Business
  Sections 152.204-152.206 apply to a person winding up the partnership business as the personal or legal representative of the last surviving partner to the same ...
• Texas Business Organizations Code Section 152.208 - Amendment To Partnership Agreement
  A partnership agreement may be amended only with the consent of all partners. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. ...
• Texas Business Organizations Code Section 152.209 - Decision-Making Requirement
  (a) A difference arising in a matter in the ordinary course of the partnership business may be decided by a majority-in-interest of the partners. (b) ...
• Texas Business Organizations Code Section 152.210 - Partner's Liability To Partnership And Other Partners
  A partner is liable to a partnership and the other partners for: (1) a breach of the partnership agreement; or (2) a violation of a ...
• Texas Business Organizations Code Section 152.211 - Remedies Of Partnership And Partners
  (a) A partnership may maintain an action against a partner for a breach of the partnership agreement or for the violation of a duty to ...
• Texas Business Organizations Code Section 152.212 - Books And Records Of Partnership
  (a) In this section, "access" includes the opportunity to inspect and copy books and records during ordinary business hours. (b) A partnership shall keep its ...
• Texas Business Organizations Code Section 152.213 - Information Regarding Partnership
  (a) On request and to the extent just and reasonable, each partner and the partnership shall furnish complete and accurate information concerning the partnership to: ...
• Texas Business Organizations Code Section 152.214 - Certain Third-Party Obligations Not Affected
  Sections 152. 203, 152.208, and 152.209 do not limit a partnership's obligations to another person under Sections 152.301 and 152.302. Acts 2003, 78th Leg., ch. ...
• Texas Business Organizations Code Section 152.301 - Partner As Agent
  Each partner is an agent of the partnership for the purpose of its business. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, ...
• Texas Business Organizations Code Section 152.302 - Binding Effect Of Partner's Action
  (a) Unless a partner does not have authority to act for the partnership in a particular matter and the person with whom the partner is ...
• Texas Business Organizations Code Section 152.303 - Liability Of Partnership For Conduct Of Partner
  (a) A partnership is liable for loss or injury to a person, including a partner, or for a penalty caused by or incurred as a ...
• Texas Business Organizations Code Section 152.304 - Nature Of Partner's Liability
  (a) Except as provided by Subsection (b) or Section 152.801(b), all partners are liable jointly and severally for a debt or obligation of the partnership ...
• Texas Business Organizations Code Section 152.305 - Remedy
  An action may be brought against a partnership and any or all of the partners in the same action or in separate actions. Acts 2003, ...
• Texas Business Organizations Code Section 152.306 - Enforcement Of Remedy
  (a) A judgment against a partnership is not by itself a judgment against a partner. A judgment may be entered against a partner who has ...
• Texas Business Organizations Code Section 152.307 - Extension Of Credit In Reliance On False Representation
  (a) The rights of a person extending credit in reliance on a representation described by Section 152.054 are determined by applicable law other than this ...
• Texas Business Organizations Code Section 152.401 - Transfer Of Partnership Interest
  A partner may transfer all or part of the partner's partnership interest. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. ...
• Texas Business Organizations Code Section 152.402 - General Effect Of Transfer
  A transfer of all or part of a partner's partnership interest: (1) is not an event of withdrawal; (2) does not by itself cause a ...
• Texas Business Organizations Code Section 152.403 - Effect Of Transfer On Transferor
  After transfer, the transferor continues to have the rights and duties of a partner other than the interest transferred. Acts 2003, 78th Leg., ch. 182, ...
• Texas Business Organizations Code Section 152.404 - Rights And Duties Of Transferee
  (a) A transferee of a partner's partnership interest is entitled to receive, to the extent transferred, distributions to which the transferor otherwise would be entitled. ...
• Texas Business Organizations Code Section 152.405 - Power To Effect Transfer Or Grant Of Security Interest
  A partnership is not required to give effect to a transfer prohibited by a partnership agreement. Acts 2003, 78th Leg., ch. 182, § 1, eff. ...
• Texas Business Organizations Code Section 152.406 - Effect Of Death Or Divorce On Partnership Interest
  (a) For purposes of this code: (1) on the divorce of a partner, the partner's spouse, to the extent of the spouse's partnership interest, is ...
• Texas Business Organizations Code Section 152.501 - Events Of Withdrawal
  (a) A person ceases to be a partner on the occurrence of an event of withdrawal. (b) An event of withdrawal of a partner occurs ...
• Texas Business Organizations Code Section 152.502 - Effect Of Event Of Withdrawal On Partnership And Other Partners
  A partnership continues after an event of withdrawal. The event of withdrawal affects the relationships among the withdrawn partner, the partnership, and the continuing partners ...
• Texas Business Organizations Code Section 152.503 - Wrongful Withdrawal; Liability
  (a) At any time before the occurrence of an event requiring a winding up of partnership business, a partner may withdraw from the partnership and ...
• Texas Business Organizations Code Section 152.504 - Withdrawn Partner's Power To Bind Partnership
  (a) The action of a withdrawn partner occurring not later than the first anniversary of the date of the person's withdrawal binds the partnership if ...
• Texas Business Organizations Code Section 152.505 - Effect Of Withdrawal On Partner's Existing Liability
  (a) Withdrawal of a partner does not by itself discharge the partner's liability for an obligation of the partnership incurred before the date of withdrawal. ...
• Texas Business Organizations Code Section 152.506 - Liability Of Withdrawn Partner To Third Party
  A person who withdraws as a partner in a circumstance that is not an event requiring a winding up of partnership business under Section 11.051 ...
• Texas Business Organizations Code Section 152.601 - Redemption If Partnership Not Wound Up
  The partnership interest of a withdrawn partner automatically is redeemed by the partnership as of the date of withdrawal in accordance with this subchapter if: ...
• Texas Business Organizations Code Section 152.602 - Redemption Price
  (a) Except as provided by Subsection (b) , the redemption price of a withdrawn partner's partnership interest is the fair value of the interest on ...
• Texas Business Organizations Code Section 152.603 - Contribution Obligation
  If a wrongfully withdrawing partner would have been required to make contributions to the partnership under Section 152.707 or 152.708 if an event requiring winding ...
• Texas Business Organizations Code Section 152.604 - Setoff For Certain Damages
  The partnership may set off against the redemption price payable to the withdrawn partner the damages for wrongful withdrawal under Section 152.503(b) and all other ...
• Texas Business Organizations Code Section 152.605 - Accrual Of Interest
  Interest payable under Sections 152.602-152.604 accrues from the date of the withdrawal to the date of payment. Acts 2003, 78th Leg., ch. 182, § 1, ...
• Texas Business Organizations Code Section 152.606 - Indemnification For Certain Liability
  (a) A partnership shall indemnify a withdrawn partner against a partnership liability incurred before the date of withdrawal, except for a liability: (1) that is ...
• Texas Business Organizations Code Section 152.607 - Demand Or Payment Of Estimated Redemption
  (a) If a deferred payment is not authorized under Section 152.608 and an agreement on the redemption price of a withdrawn partner's interest is not ...
• Texas Business Organizations Code Section 152.608 - Deferred Payment On Wrongful Withdrawal
  (a) A partner who wrongfully withdraws before the expiration of a definite term, the completion of a particular undertaking, or the occurrence of a specified ...
• Texas Business Organizations Code Section 152.609 - Action To Determine Terms Of Redemption
  (a) A withdrawn partner or the partnership may maintain an action against the other party under Section 152.211 to determine: (1) the terms of redemption ...
• Texas Business Organizations Code Section 152.610 - Deferred Payment On Winding Up Partnership
  If a partner withdraws under Section 152.501 and not later than the 60th day after the date of withdrawal an event requiring winding up occurs ...
• Texas Business Organizations Code Section 152.611 - Redemption Of Transferee's Partnership Interest
  (a) A partnership must redeem the partnership interest of a transferee for its fair value if: (1) the interest was transferred when: (A) the partnership ...
• Texas Business Organizations Code Section 152.612 - Action To Determine Transferee's Redemption Price
  (a) A transferee may maintain an action against a partnership to determine the redemption price of the transferee's interest. (b) The court shall determine the ...
• Texas Business Organizations Code Section 152.701 - Effect Of Event Requiring Winding Up
  On the occurrence of an event requiring winding up of a partnership business under Section 11.051 or 11.057: (1) the partnership continues until the winding ...
• Texas Business Organizations Code Section 152.702 - Persons Eligible To Wind Up Partnership Business
  (a) After the occurrence of an event requiring a winding up of a partnership business, the partnership business may be wound up by: (1) the ...
• Texas Business Organizations Code Section 152.703 - Rights And Duties Of Person Winding Up Partnership Business
  (a) To the extent appropriate for winding up, as soon as reasonably practicable, and in the name of and for and on behalf of the ...
• Texas Business Organizations Code Section 152.704 - Binding Effect Of Partner's Action After Event Requiring Winding Up
  After the occurrence of an event requiring winding up of the partnership business, a partnership is bound by a partner's act that: (1) is appropriate ...
• Texas Business Organizations Code Section 152.705 - Partner's Liability To Other Partners After Event Requiring Winding Up
  (a) Except as provided by Subsection (b), after the occurrence of an event requiring winding up of the partnership business, the losses with respect to ...
• Texas Business Organizations Code Section 152.706 - Disposition Of Assets
  (a) In winding up the partnership business, the property of the partnership, including any required contributions of the partners under Sections 152.707 and 152.708, shall ...
• Texas Business Organizations Code Section 152.707 - Settlement Of Accounts
  (a) Each partner is entitled to a settlement of all partnership accounts on winding up the partnership business. (b) In settling accounts among the partners, ...
• Texas Business Organizations Code Section 152.708 - Contributions To Discharge Obligations
  (a) Except as provided by Sections 152.304(b) and 152.801, to the extent not taken into account in settling the accounts among partners under Section 152.707: ...
• Texas Business Organizations Code Section 152.709 - Continuation Of Partnership
  (a) If all the partners in a partnership for a definite term or for a particular undertaking or for which the partnership agreement provides for ...
• Texas Business Organizations Code Section 152.710 - Reinstatement
  To approve a reinstatement of a partnership under Section 11.202, all remaining partners, or another group or percentage of partners as specified by the partnership ...
• Texas Business Organizations Code Section 152.801 - Liability Of Partner
  (a) Except as provided by Subsection (b), a partner in a limited liability partnership is not personally liable, directly or indirectly, by contribution, indemnity, or ...
• Texas Business Organizations Code Section 152.802 - Registration
  (a) In addition to complying with Sections 152.803 and 152.804, a partnership, to become a limited liability partnership, must file an application with the secretary ...
• Texas Business Organizations Code Section 152.803 - Name
  The name of a limited liability partnership must comply with Section 5.063. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. ...
• Texas Business Organizations Code Section 152.804 - Insurance Or Financial Responsibility
  (a) A limited liability partnership must: (1) carry at least $100,000 of liability insurance of a kind that is designed to cover the kind of ...
• Texas Business Organizations Code Section 152.805 - Limited Partnership
  A limited partnership may become a limited liability partnership by complying with applicable provisions of Chapter 153. Acts 2003, 78th Leg., ch. 182, § 1, ...
• Texas Business Organizations Code Section 152.901 - General
  (a) A foreign limited liability partnership is subject to Section 2.101 with respect to its activities in this state to the same extent as a ...
• Texas Business Organizations Code Section 152.902 - Name
  The name of a foreign limited liability partnership must: (1) satisfy the requirements of the state of formation; and (2) comply with Section 5.063. Acts ...
• Texas Business Organizations Code Section 152.903 - Activities Not Constituting Transacting Business
  Without excluding other activities that do not constitute transacting business in this state, a foreign limited liability partnership is not considered to be transacting business ...
• Texas Business Organizations Code Section 152.904 - Registered Agent And Registered Office
  A foreign limited liability partnership subject to this chapter shall maintain a registered office and registered agent in this state in the same manner and ...
• Texas Business Organizations Code Section 152.905 - Statement Of Foreign Qualification
  (a) Before transacting business in this state, a foreign limited liability partnership must file an application for registration in accordance with this section and Chapters ...
• Texas Business Organizations Code Section 152.906 - Withdrawal Of Registration
  (a) A registration may be voluntarily withdrawn by filing a certificate of withdrawal in accordance with this section and Section 9.011. (b) In addition to ...
• Texas Business Organizations Code Section 152.907 - Effect Of Certificate Of Withdrawal
  A certificate of withdrawal terminates the registration of the partnership as a foreign limited liability partnership as of the date on which the notice is ...
• Texas Business Organizations Code Section 152.908 - Renewal Of Registration
  (a) An effective registration may be renewed before its expiration by filing a renewal application for registration with the secretary of state in accordance with ...
• Texas Business Organizations Code Section 152.909 - Action By Secretary Of State
  The secretary of state may remove from its active records the registration of a foreign limited liability partnership the registration of which has: (1) been ...
• Texas Business Organizations Code Section 152.910 - Effect Of Failure To Qualify
  (a) A foreign limited liability partnership that transacts business in this state without being registered is subject to Subchapter B, Chapter 9, to the same ...
• Texas Business Organizations Code Section 152.911 - Amendment
  (a) A document filed under this subchapter or an application for registration filed under Section 9.007 may be amended by filing with the secretary of ...
• Texas Business Organizations Code Section 152.912 - Execution Of Application For Amendment
  The application for amendment must be signed by: (1) a majority-in-interest of the partners; or (2) one or more partners authorized by a majority-in-interest of ...
• Texas Business Organizations Code Section 152.913 - Execution Of Statement Of Change Of Registered Office Or Registered Agent
  A statement filed by a foreign limited liability partnership in accordance with Section 5.202 must be signed by: (1) a majority-in-interest of the partners; or ...
• Texas Business Organizations Code Section 152.914 - Revocation Of Registration By Secretary Of State
  (a) The secretary of state may revoke the registration of a foreign limited liability partnership for the partnership's failure to: (1) file a report within ...
• Texas Business Organizations Code Section 153.001 - Definition
  In this chapter, "other limited partnership provisions" means the provisions of Title 1 and Chapters 151 and 154, to the extent applicable to limited partnerships. ...
• Texas Business Organizations Code Section 153.002 - Construction
  (a) This chapter and the other limited partnership provisions shall be applied and construed to effect its general purpose to make uniform the law with ...
• Texas Business Organizations Code Section 153.003 - Applicability Of Other Laws
  (a) Except as provided by Subsection (b), in a case not provided for by this chapter and the other limited partnership provisions, the provisions of ...
• Texas Business Organizations Code Section 153.004 - Nonwaivable Title 1 Provisions
  (a) Except as provided by this section, the following provisions of Title 1 may not be waived or modified in the partnership agreement of a ...
• Texas Business Organizations Code Section 153.005 - Waiver Or Modification Of Rights Of Third Parties
  A provision in this title or in that part of Title 1 applicable to a limited partnership that grants a right to a person, other ...
• Texas Business Organizations Code Section 153.051 - Required Amendment To Certificate Of Formation
  (a) A general partner shall file a certificate of amendment reflecting the occurrence of one or more of the following events not later than the ...
• Texas Business Organizations Code Section 153.052 - Discretionary Amendment To Certificate Of Formation
  (a) A certificate of formation may be amended at any time for a proper purpose as determined by the general partners. (b) A certificate of ...
• Texas Business Organizations Code Section 153.053 - Restated Certificate Of Formation
  (a) The general partners may adopt at any time a restated certificate of formation that does not contain an amendment to the certificate of formation. ...
• Texas Business Organizations Code Section 153.101 - Admission Of Limited Partners
  (a) In connection with the formation of a limited partnership, a person acquiring a limited partnership interest becomes a limited partner on the later of: ...
• Texas Business Organizations Code Section 153.102 - Liability To Third Parties
  (a) A limited partner is not liable for the obligations of a limited partnership unless: (1) the limited partner is also a general partner; or ...
• Texas Business Organizations Code Section 153.103 - Actions Not Constituting Participation In Business For Liability Purposes
  For purposes of this section and Sections 153.102, 153.104, and 153.105, a limited partner does not participate in the control of the business because the ...
• Texas Business Organizations Code Section 153.104 - Enumeration Of Actions Not Exclusive
  The enumeration in Section 153.103 does not mean that a limited partner who has acted or acts in another capacity or possesses or exercises another ...
• Texas Business Organizations Code Section 153.105 - Creation Of Rights
  Sections 153.103 and 153.104 do not create rights of limited partners. Rights of limited partners may be created only by: (1) the certificate of formation; ...
• Texas Business Organizations Code Section 153.106 - Erroneous Belief Of Contributor Being Limited Partner
  Except as provided by Section 153.109, a person who erroneously but in good faith believes that the person has made a contribution to and has ...
• Texas Business Organizations Code Section 153.107 - Statement Required For Liability Protection
  (a) A written statement filed under Section 153.106(2) must be entitled "Filing under Section 153.106(2), Business Organizations Code," and contain: (1) the name of the ...
• Texas Business Organizations Code Section 153.108 - Requirements For Liability Protection Following Expiration Of Statement
  (a) If a certificate described by Section 153.106(1) has not been filed before the expiration of the 180-day period described by Section 153.107(b), the person ...
• Texas Business Organizations Code Section 153.109 - Liability Of Erroneous Contributor
  Regardless of whether Sections 153.106, 153.107, and 153.108 apply, a person who makes a contribution in the circumstances described by Section 153.106 is liable as ...
• Texas Business Organizations Code Section 153.110 - Withdrawal Of Limited Partner
  A limited partner may withdraw from a limited partnership only at the time or on the occurrence of an event specified in a written partnership ...
• Texas Business Organizations Code Section 153.111 - Distribution On Withdrawal
  Except as otherwise provided by Section 153.210 or the partnership agreement, on withdrawal a withdrawing limited partner is entitled to receive, not later than a ...
• Texas Business Organizations Code Section 153.112 - Receipt Of Wrongful Distribution
  A limited partner who receives a distribution that is not permitted under Section 153.210 is not required to return the distribution unless the limited partner ...
• Texas Business Organizations Code Section 153.113 - Powers Of Estate Of Limited Partner Who Is Deceased Or Incapacitated
  If a limited partner who is an individual dies or a court adjudges the limited partner to be incapacitated in managing the limited partner's person ...
• Texas Business Organizations Code Section 153.151 - Admission Of General Partners
  (a) After a limited partnership is formed, additional general partners may be admitted: (1) in the manner provided by a written partnership agreement; or (2) ...
• Texas Business Organizations Code Section 153.152 - General Powers And Liabilities Of General Partner
  (a) Except as provided by this chapter, the other limited partnership provisions, or a partnership agreement, a general partner of a limited partnership: (1) has ...
• Texas Business Organizations Code Section 153.153 - Powers And Liabilities Of Person Who Is Both General Partner And Limited Partner
  A person who is both a general partner and a limited partner: (1) has the rights and powers and is subject to the restrictions and ...
• Texas Business Organizations Code Section 153.154 - Contributions By And Distributions To General Partner
  A general partner of a limited partnership may make a contribution to, be allocated profits and losses of, and receive a distribution from the limited ...
• Texas Business Organizations Code Section 153.155 - Withdrawal Of General Partner
  (a) A person ceases to be a general partner of a limited partnership on the occurrence of one or more of the following events of ...
• Texas Business Organizations Code Section 153.156 - Notice Of Event Of Withdrawal
  A general partner who is subject to an event that with the passage of the specified period becomes an event of withdrawal under Section 153.155(a)(4) ...
• Texas Business Organizations Code Section 153.157 - Withdrawal Of General Partner In Violation Of Partnership Agreement
  Unless otherwise provided by the partnership agreement, a withdrawal by a general partner of a partnership for a definite term or particular undertaking before the ...
• Texas Business Organizations Code Section 153.158 - Effect Of Withdrawal
  (a) Unless otherwise provided by a written partnership agreement and subject to the liability created under Section 153.162, if a general partner ceases to be ...
• Texas Business Organizations Code Section 153.159 - Conversion Of Partnership Interest After Withdrawal
  If the partners convert the partnership interest under Section 153.158(a)(1), the limited partnership interest may be reduced pro rata with all other partners to provide ...
• Texas Business Organizations Code Section 153.160 - Effect Of Conversion Of Partnership Interest
  (a) After an amendment to the certificate of formation reflecting the general partner's withdrawal as a general partner is filed under Section 153.051, the withdrawing ...
• Texas Business Organizations Code Section 153.161 - Liability Of General Partner For Debt Incurred After Event Of Withdrawal
  (a) Unless otherwise provided by a written partnership agreement and subject to the liability created under Section 153.162, a general partner who ceases to be ...
• Texas Business Organizations Code Section 153.162 - Liability For Wrongful Withdrawal
  (a) If a general partner's withdrawal from a limited partnership violates the partnership agreement, the partnership may recover damages from the withdrawing general partner for ...
• Texas Business Organizations Code Section 153.201 - Form Of Contribution
  The contribution of a partner may consist of a tangible or intangible benefit to the limited partnership or other property of any kind or nature, ...
• Texas Business Organizations Code Section 153.202 - Enforceability Of Promise To Make Contribution
  (a) A promise by a limited partner to make a contribution to, or pay cash or transfer other property to, a limited partnership is not ...
• Texas Business Organizations Code Section 153.203 - Release Of Obligation To Partnership
  Unless otherwise provided by the partnership agreement, the obligation of a partner or the legal representative or successor of a partner to make a contribution, ...
• Texas Business Organizations Code Section 153.204 - Enforceability Of Obligation
  (a) Notwithstanding a compromise or release under Section 153.203, a creditor of a limited partnership who extends credit or otherwise acts in reasonable reliance on ...
• Texas Business Organizations Code Section 153.205 - Requirements To Enforce Conditional Obligation
  (a) An obligation of a limited partner of a limited partnership that is subject to a condition may be enforced by the partnership creditor described ...
• Texas Business Organizations Code Section 153.206 - Allocation Of Profits And Losses
  (a) The profits and losses of a limited partnership shall be allocated among the partners in the manner provided by a written partnership agreement. (b) ...
• Texas Business Organizations Code Section 153.207 - Right To Distribution
  Subject to Section 153.210, when a partner becomes entitled to receive a distribution, the partner has with respect to the distribution the status of and ...
• Texas Business Organizations Code Section 153.208 - Sharing Of Distributions
  (a) A distribution of cash or another asset of a limited partnership shall be made to a partner in the manner provided by a written ...
• Texas Business Organizations Code Section 153.209 - Interim Distributions
  Except as otherwise provided by this section and Section 153.210, a partner is entitled to receive a distribution from a limited partnership to the extent ...
• Texas Business Organizations Code Section 153.210 - Limitation On Distribution
  A limited partnership may not make a distribution to a partner if, immediately after giving effect to the distribution and despite any compromise of a ...
• Texas Business Organizations Code Section 153.251 - Assignment Of Partnership Interest
  (a) Except as otherwise provided by the partnership agreement, a partnership interest is assignable wholly or partly. (b) Except as otherwise provided by the partnership ...
• Texas Business Organizations Code Section 153.252 - Rights Of Assignor
  (a) Except as otherwise provided by the partnership agreement, until the assignee becomes a partner, the assignor partner continues to be a partner in the ...
• Texas Business Organizations Code Section 153.253 - Rights Of Assignee
  (a) An assignee of a partnership interest, including the partnership interest of a general partner, may become a limited partner if and to the extent ...
• Texas Business Organizations Code Section 153.254 - Liability Of Assignee
  (a) Until an assignee of the partnership interest in a limited partnership becomes a partner, the assignee does not have liability as a partner solely ...
• Texas Business Organizations Code Section 153.255 - Liability Of Assignor
  Regardless of whether an assignee of a partnership interest becomes a limited partner, the assignor is not released from the assignor's liability to the limited ...
• Texas Business Organizations Code Section 153.256 - Charge In Payment Of Judgment Creditor
  (a) On application to a court by a judgment creditor of a partner or other owner of a partnership interest, the court may: (1) charge ...
• Texas Business Organizations Code Section 153.257 - Exemption Laws Applicable To Partnership Interest Not Affected
  Section 153.256 does not deprive a partner of the benefit of an exemption law applicable to that partner's partnership interest. Acts 2003, 78th Leg., ch. ...
• Texas Business Organizations Code Section 153.301 - Periodic Report
  The secretary of state may require a domestic limited partnership or a foreign limited partnership registered to transact business in this state to file a ...
• Texas Business Organizations Code Section 153.302 - Form And Contents Of Report
  (a) The report must: (1) include: (A) the name of the limited partnership; (B) the state or territory under the laws of which the limited ...
• Texas Business Organizations Code Section 153.303 - Filing Fee
  The filing fee for the report is as provided by Chapter 4. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. ...
• Texas Business Organizations Code Section 153.304 - Delivery Of Report
  The report must be delivered to the secretary of state not later than the 30th day after the date on which notice is mailed under ...
• Texas Business Organizations Code Section 153.305 - Action By Secretary Of State
  (a) The secretary of state shall send a notice that the report required by Section 153.301 is due. (b) The notice must be: (1) addressed ...
• Texas Business Organizations Code Section 153.306 - Effect Of Filing Report
  (a) If the secretary of state finds that the report complies with this subchapter, the secretary shall: (1) accept the report for filing; (2) acknowledge ...
• Texas Business Organizations Code Section 153.307 - Effect Of Failure To File Report
  (a) A domestic or foreign limited partnership that fails to file a report under Section 153.301 when the report is due forfeits the limited partnership's ...
• Texas Business Organizations Code Section 153.308 - Notice Of Forfeiture Of Right To Transact Business
  Notice of the forfeiture under Section 153.307 shall be mailed to the limited partnership at: (1) the registered office of the limited partnership; (2) the ...
• Texas Business Organizations Code Section 153.309 - Effect Of Forfeiture Of Right To Transact Business
  (a) Unless the right of the limited partnership to transact business is revived in accordance with Section 153.310: (1) the limited partnership may not maintain ...
• Texas Business Organizations Code Section 153.310 - Revival Of Right To Transact Business
  (a) A limited partnership that forfeits the right to transact business in this state as provided by Section 153.309 may be relieved from the forfeiture ...
• Texas Business Organizations Code Section 153.311 - Cancellation Of Certificate Or Registration After Forfeiture
  (a) The secretary of state may cancel the certificate of formation of a domestic limited partnership, or the registration of a foreign limited partnership, if ...
• Texas Business Organizations Code Section 153.312 - Reinstatement Of Certificate Of Formation Or Registration
  (a) A limited partnership the certificate of formation or registration of which has been canceled as provided by Section 153.311 may be relieved of the ...
• Texas Business Organizations Code Section 153.351 - Requirements
  A limited partnership is a limited liability partnership and a limited partnership if the partnership: (1) registers as a limited liability partnership: (A) as permitted ...
• Texas Business Organizations Code Section 153.352 - Applicability Of Other Requirements
  For purposes of applying Section 152.802 to a limited partnership: (1) an application to become a limited liability partnership or to withdraw a registration must ...
• Texas Business Organizations Code Section 153.353 - Law Applicable To Partners
  If a limited partnership is a limited liability partnership, Section 152.801 applies to a general partner and to a limited partner who is liable under ...
• Texas Business Organizations Code Section 153.401 - Right To Bring Action
  A limited partner may bring an action in a court on behalf of the limited partnership to recover a judgment in the limited partnership's favor ...
• Texas Business Organizations Code Section 153.402 - Proper Plaintiff
  In a derivative action, the plaintiff must be a limited partner when the action is brought and: (1) the person must have been a limited ...
• Texas Business Organizations Code Section 153.403 - Pleading
  In a derivative action, the complaint must contain with particularity: (1) the effort, if any, of the plaintiff to secure initiation of the action by ...
• Texas Business Organizations Code Section 153.404 - Security For Expenses Of Defendants
  (a) In a derivative action, the court may require the plaintiff to give security for the reasonable expenses incurred or expected to be incurred by ...
• Texas Business Organizations Code Section 153.405 - Expenses Of Plaintiff
  If a derivative action is successful, wholly or partly, or if anything is received by the plaintiff because of a judgment, compromise, or settlement of ...
• Texas Business Organizations Code Section 153.451 - Certificate Of Termination
  (a) A certificate of formation shall be canceled by filing a certificate of termination with the secretary of state in accordance with Chapter 4: (1) ...
• Texas Business Organizations Code Section 153.452 - Contents Of Certificate Of Termination
  A certificate of termination must contain: (1) the name of the limited partnership; (2) the date of the filing of the partnership's certificate of formation; ...
• Texas Business Organizations Code Section 153.501 - Continuation Without Winding Up
  (a) The limited partnership may cancel an event requiring winding up as specified in Section 11.051(1) or (3) if, not later than the 90th day ...
• Texas Business Organizations Code Section 153.502 - Winding Up Procedures
  (a) Except as provided by the partnership agreement, the winding up of the partnership's affairs shall be accomplished by: (1) the general partners; (2) if ...
• Texas Business Organizations Code Section 153.503 - Powers Of Person Conducting Wind Up
  (a) After an event requiring the winding up of a limited partnership and until the filing of a certificate of termination as provided by Sections ...
• Texas Business Organizations Code Section 153.504 - Disposition Of Assets
  On the winding up of a limited partnership, its assets shall be paid or transferred as follows: (1) to the extent otherwise permitted by law, ...
• Texas Business Organizations Code Section 153.551 - Records
  (a) A domestic limited partnership shall maintain the following records in its principal office in the United States or make the records available in that ...
• Texas Business Organizations Code Section 153.552 - Examination Of Records And Information
  (a) On written request stating a proper purpose, a partner or an assignee of a partnership interest may examine and copy, in person or through ...
• Texas Business Organizations Code Section 153.553 - Execution Of Certain Filings
  (a) Each certificate required by this code to be filed by a limited partnership with the secretary of state shall be executed as follows: (1) ...
• Texas Business Organizations Code Section 153.554 - Execution, Amendment, Or Cancellation By Judicial Order
  (a) If a person fails or refuses to execute or file a certificate as required by this chapter or Title 1 or to execute a ...
• Texas Business Organizations Code Section 153.555 - Permitted Transfer In Connection With Racetrack License
  The following transfer relating to a limited partnership is not a prohibited transfer that violates Section 6.12(a), Texas Racing Act (Article 179e, Vernon's Texas Civil ...
• Texas Business Organizations Code Section 154.001 - Nature Of Partner's Partnership Interest
  (a) A partner's partnership interest is personal property for all purposes. (b) A partner's partnership interest may be community property under applicable law. (c) A ...
• Texas Business Organizations Code Section 154.002 - Transfer Of Interest In Partnership Property Prohibited
  A partner does not have an interest that can be transferred, voluntarily or involuntarily, in partnership property. Acts 2003, 78th Leg., ch. 182, § 1, ...
• Texas Business Organizations Code Section 154.101 - Class Or Group Of Partners
  (a) A written partnership agreement may establish or provide for the future creation of additional classes or groups of one or more partners that have ...
• Texas Business Organizations Code Section 154.102 - Provisions Relating To Voting
  A written partnership agreement that grants or provides for granting a right to vote to a partner may contain a provision relating to: (1) giving ...
• Texas Business Organizations Code Section 154.103 - Notice Of Action By Consent Without A Meeting
  (a) Prompt notice of the taking of an action under a partnership agreement that may be taken without a meeting by consent of fewer than ...
• Texas Business Organizations Code Section 154.201 - Business Transactions Between Partner And Partnership
  Except as otherwise provided by the partnership agreement, a partner may lend money to and transact other business with the partnership. Subject to other applicable ...
• Texas Business Organizations Code Section 154.202 - Effect Of Partner Change On Relationship Between Partnership And Creditors
  The relationships between a partnership and its creditors are not affected by the: (1) withdrawal of a partner; or (2) addition of a new partner. ...
• Texas Business Organizations Code Section 154.203 - Distributions In Kind
  (a) Except as provided by the partnership agreement, a partner, regardless of the nature of the partner's contribution, is not entitled to demand or receive ...
• Texas Business Organizations Code Section 200.001 - Definition
  In this chapter, "real estate investment trust" means an unincorporated trust: (1) formed by one or more trust managers under this chapter and Chapter 3; ...
• Texas Business Organizations Code Section 200.002 - Applicability Of Chapter
  (a) The provisions of Chapters 20 and 21 govern a matter to the extent that this chapter or Title 1 does not govern the matter. ...
• Texas Business Organizations Code Section 200.003 - Conflict With Other Law
  In case of conflict between this chapter and Chapters 20 and 21, this chapter controls. Chapters 20 and 21 do not control over this chapter ...
• Texas Business Organizations Code Section 200.004 - Ultra Vires Acts
  (a) Lack of capacity of a real estate investment trust may not be the basis of any claim or defense at law or in equity. ...
• Texas Business Organizations Code Section 200.005 - Supplementary Powers Of Real Estate Investment Trust
  (a) Subject to Section 2.113(a) and in addition to the powers specified in Section 2.101, a real estate investment trust may engage in activities mandated ...
• Texas Business Organizations Code Section 200.006 - Requirement That Filing Instrument Be Signed By Officer
  Unless otherwise provided by this chapter, a filing instrument of a real estate investment trust may be signed by an officer of the real estate ...
• Texas Business Organizations Code Section 200.051 - Declaration Of Trust
  For purposes of this code, the certificate of formation of a real estate investment trust is a declaration of trust. The certificate of formation may ...
• Texas Business Organizations Code Section 200.052 - No Property Right In Certificate Of Formation
  A shareholder of a real estate investment trust does not have a vested property right resulting from the certificate of formation, including a provision in ...
• Texas Business Organizations Code Section 200.053 - Procedures To Adopt Amendment To Certificate Of Formation
  (a) To adopt an amendment to the certificate of formation of a real estate investment trust as provided by Subchapter B, Chapter 3, the trust ...
• Texas Business Organizations Code Section 200.054 - Adoption Of Amendment By Trust Managers
  If a real estate investment trust does not have any issued and outstanding shares, the trust managers may adopt a proposed amendment to the real ...
• Texas Business Organizations Code Section 200.055 - Adoption Of Amendment By Shareholders
  If a real estate investment trust has issued and outstanding shares: (1) a resolution described by Section 200.053 must also direct that the proposed amendment ...
• Texas Business Organizations Code Section 200.056 - Notice Of And Meeting To Consider Proposed Amendment
  (a) Each shareholder of record entitled to vote shall be given written notice containing the proposed amendment or a summary of the changes to be ...
• Texas Business Organizations Code Section 200.057 - Adoption Of Restated Certificate Of Formation
  (a) A real estate investment trust may adopt a restated certificate of formation as provided by Subchapter B, Chapter 3, by following the same procedures ...
• Texas Business Organizations Code Section 200.058 - Bylaws
  (a) The trust managers of a real estate investment trust shall adopt initial bylaws. (b) The bylaws may contain provisions for the regulation and management ...
• Texas Business Organizations Code Section 200.059 - Dual Authority
  Unless the certificate of formation or a bylaw adopted by the shareholders provides otherwise as to all or a part of a real estate investment ...
• Texas Business Organizations Code Section 200.060 - Organization Meeting
  (a) After the real estate investment trust has been formed, the initial trust managers of the real estate investment trust shall hold an organization meeting, ...
• Texas Business Organizations Code Section 200.101 - Number
  A real estate investment trust may issue the number of shares stated in the real estate investment trust's certificate of formation. Acts 2003, 78th Leg., ...
• Texas Business Organizations Code Section 200.102 - Classification Of Shares
  A real estate investment trust may provide in the real estate investment trust's certificate of formation: (1) that a specified class of shares is preferred ...
• Texas Business Organizations Code Section 200.103 - Classes Of Shares Established By Trust Managers
  (a) A real estate investment trust may provide in the real estate investment trust's certificate of formation that the trust managers may classify or reclassify ...
• Texas Business Organizations Code Section 200.104 - Issuance Of Shares
  (a) A real estate investment trust may issue shares for consideration if authorized by the trust managers. (b) Shares may not be issued until the ...
• Texas Business Organizations Code Section 200.105 - Types Of Consideration For Issuance Of Shares
  Shares with or without par value may be issued by a real estate investment trust for the following types of consideration: (1) a tangible or ...
• Texas Business Organizations Code Section 200.106 - Determination Of Consideration For Shares
  Consideration to be received by a real estate investment trust for shares shall be determined by the trust managers. Acts 2003, 78th Leg., ch. 182, ...
• Texas Business Organizations Code Section 200.107 - Amount Of Consideration For Issuance Of Shares With Par Value
  Consideration to be received by a real estate investment trust for the issuance of shares with par value may not be less than the par ...
• Texas Business Organizations Code Section 200.108 - Value Of Consideration
  In the absence of fraud in the transaction, the judgment of the trust managers is conclusive in determining the value of the consideration received for ...
• Texas Business Organizations Code Section 200.109 - Liability Of Assignee Or Transferee
  An assignee or transferee of certificated shares, uncertificated shares, or a subscription for shares in good faith and without knowledge that full consideration for the ...
• Texas Business Organizations Code Section 200.110 - Subscriptions
  (a) A real estate investment trust may accept a subscription by notifying the subscriber in writing. (b) A subscription to purchase shares in a real ...
• Texas Business Organizations Code Section 200.111 - Preformation Subscription
  (a) A real estate investment trust may determine the payment terms of a preformation subscription unless the payment terms are specified by the subscription. The ...
• Texas Business Organizations Code Section 200.112 - Commitment In Connection With Purchase Of Shares
  (a) A person who contemplates the acquisition of shares in a real estate investment trust may commit to act in a specified manner with respect ...
• Texas Business Organizations Code Section 200.113 - Supplemental Required Records
  In addition to the books and records required to be kept under Section 3.151, a real estate investment trust must keep at its principal office ...
• Texas Business Organizations Code Section 200.151 - Registered Holders As Owners
  Except as otherwise provided by this code and subject to Chapter 8, Business & Commerce Code, a real estate investment trust may consider the person ...
• Texas Business Organizations Code Section 200.152 - No Statutory Preemptive Right Unless Specifically Provided By Certificate Of Formation
  A shareholder of a real estate investment trust does not have a preemptive right to acquire securities except to the extent specifically provided by the ...
• Texas Business Organizations Code Section 200.153 - Characterization And Transfer Of Shares And Other Securities
  Except as otherwise provided by this code, the shares and other securities of a real estate investment trust are: (1) personal property for all purposes; ...
• Texas Business Organizations Code Section 200.154 - Restriction On Transfer Of Shares And Other Securities
  (a) A restriction on the transfer or registration of transfer of a security may be imposed by: (1) the real estate investment trust's certificate of ...
• Texas Business Organizations Code Section 200.155 - Valid Restriction On Transfer
  Notwithstanding Sections 200.154 and 200.157, a restriction placed on the transfer or registration of transfer of a security of a real estate investment trust is ...
• Texas Business Organizations Code Section 200.156 - Bylaw Or Agreement Restricting Transfer Of Shares Or Other Securities
  (a) A real estate investment trust that has adopted a bylaw or is a party to an agreement that restricts the transfer of the shares ...
• Texas Business Organizations Code Section 200.157 - Enforceability Of Restriction On Transfer Of Certain Securities
  (a) A restriction placed on the transfer or registration of the transfer of a security of a real estate investment trust is specifically enforceable against ...
• Texas Business Organizations Code Section 200.158 - Joint Ownership Of Shares
  (a) If shares are registered on the books of a real estate investment trust in the names of two or more persons as joint owners ...
• Texas Business Organizations Code Section 200.159 - Liability For Designating Owner Of Shares
  A real estate investment trust or an officer, trust manager, employee, or agent of the real estate investment trust may not be held liable for ...
• Texas Business Organizations Code Section 200.160 - Liability Regarding Joint Ownership Of Shares
  A real estate investment trust that transfers shares or makes a distribution to a surviving joint owner under Section 200.158 before the real estate investment ...
• Texas Business Organizations Code Section 200.161 - Limitation Of Liability For Obligations
  (a) A holder of shares, an owner of any beneficial interest in shares, or a subscriber for shares whose subscription has been accepted is not ...
• Texas Business Organizations Code Section 200.162 - Preemption Of Liability
  The liability of a holder, beneficial owner, or subscriber of shares of a real estate investment trust for an obligation that is limited by Section ...
• Texas Business Organizations Code Section 200.163 - Exceptions To Limitations
  Section 200.161 or 200.162 does not limit the obligation of a holder, beneficial owner, or subscriber to the obligee of the real estate investment trust ...
• Texas Business Organizations Code Section 200.164 - Pledgees And Trust Administrators
  (a) A pledgee or other holder of shares as collateral security is not personally liable as a shareholder. (b) An executor, administrator, conservator, guardian, trustee, ...
• Texas Business Organizations Code Section 200.201 - Authority For Distributions
  The trust managers of a real estate investment trust may authorize a distribution and the real estate investment trust may make a distribution, subject to ...
• Texas Business Organizations Code Section 200.202 - Limitations On Distributions
  (a) A real estate investment trust may not make a distribution: (1) if the real estate investment trust would be insolvent after the distribution; or ...
• Texas Business Organizations Code Section 200.203 - Priority Of Distributions
  A real estate investment trust's indebtedness that arises as a result of the declaration of a distribution and a real estate investment trust's indebtedness issued ...
• Texas Business Organizations Code Section 200.204 - Reserves, Designations, And Allocations From Surplus
  (a) A real estate investment trust, by resolution of the trust managers of the real estate investment trust, may: (1) create a reserve out of ...
• Texas Business Organizations Code Section 200.205 - Authority For Share Dividends
  The trust managers of a real estate investment trust may authorize a share dividend, and the real estate investment trust may pay a share dividend ...
• Texas Business Organizations Code Section 200.206 - Limitations On Share Dividends
  (a) A real estate investment trust may not pay a share dividend in authorized but unissued shares of any class if the surplus of the ...
• Texas Business Organizations Code Section 200.207 - Value Of Shares Issued As Share Dividends
  (a) A share dividend payable in authorized but unissued shares with par value shall be issued at the par value of the shares. (b) A ...
• Texas Business Organizations Code Section 200.208 - Transfer Of Surplus For Share Dividends
  (a) When a share dividend payable in authorized but unissued shares with par value is made by a real estate investment trust, an amount of ...
• Texas Business Organizations Code Section 200.209 - Determination Of Solvency, Net Assets, Stated Capital, And Surplus
  (a) The determination of whether a real estate investment trust is or would be insolvent and the determination of the value of a real estate ...
• Texas Business Organizations Code Section 200.210 - Date Of Determination Of Surplus
  (a) For purposes of this subchapter, a determination of whether a real estate investment trust is or would be made insolvent by a distribution or ...
• Texas Business Organizations Code Section 200.211 - Split-Up Or Division Of Shares
  The trust managers of a real estate investment trust may authorize the real estate investment trust to carry out any split-up or division of the ...
• Texas Business Organizations Code Section 200.251 - Annual Meeting
  (a) An annual meeting of the shareholders of a real estate investment trust shall be held at a time that is stated in or set ...
• Texas Business Organizations Code Section 200.252 - Special Meetings
  A special meeting of the shareholders of a real estate investment trust may be called by: (1) a trust manager, an officer of the real ...
• Texas Business Organizations Code Section 200.253 - Notice Of Meeting
  (a) Written notice of a meeting in accordance with Section 6.051 shall be given to each shareholder entitled to vote at the meeting not later ...
• Texas Business Organizations Code Section 200.254 - Closing Of Share Transfer Records
  Share transfer records that are closed in accordance with Section 6.101 for the purpose of determining which shareholders are entitled to receive notice of a ...
• Texas Business Organizations Code Section 200.255 - Record Date For Written Consent To Action
  The record date provided in accordance with Section 6.102(a) may not be more than 10 days after the date on which the trust managers adopt ...
• Texas Business Organizations Code Section 200.256 - Record Date For Purpose Other Than Written Consent To Action
  The record date provided by the trust managers in accordance with Section 6.101 must be at least 10 days before the date on which the ...
• Texas Business Organizations Code Section 200.257 - Quorum
  (a) Subject to Subsection (b), the holders of the majority of the shares entitled to vote at a meeting of the shareholders of a real ...
• Texas Business Organizations Code Section 200.258 - Voting In Election Of Trust Managers
  (a) Subject to Subsection (b), trust managers of a real estate investment trust shall be elected by two-thirds of the votes cast by the holders ...
• Texas Business Organizations Code Section 200.259 - Cumulative Voting In Election Of Trust Managers
  (a) Cumulative voting is allowed only if specifically authorized by the certificate of formation of a real estate investment trust. (b) Cumulative voting occurs when ...
• Texas Business Organizations Code Section 200.260 - Voting On Matters Other Than Election Of Trust Managers
  (a) Subject to Subsection (b), with respect to a matter other than the election of trust managers or a matter for which the affirmative vote ...
• Texas Business Organizations Code Section 200.261 - Vote Required To Approve Fundamental Action
  (a) In this section, a "fundamental action" means: (1) an amendment of a certificate of formation; (2) a voluntary winding up under Chapter 11; (3) ...
• Texas Business Organizations Code Section 200.262 - Changes In Vote Required For Certain Matters
  (a) With respect to a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is ...
• Texas Business Organizations Code Section 200.263 - Number Of Votes Per Share
  (a) Except as provided by the certificate of formation of a real estate investment trust or this title or Title 1, each outstanding share, regardless ...
• Texas Business Organizations Code Section 200.264 - Voting In Person Or By Proxy
  (a) A shareholder may vote in person or by proxy executed in writing by the shareholder. (b) A telegram, telex, cablegram, or other form of ...
• Texas Business Organizations Code Section 200.265 - Term Of Proxy
  A proxy is not valid after 11 months after the date the proxy is executed unless otherwise provided by the proxy. Acts 2003, 78th Leg., ...
• Texas Business Organizations Code Section 200.266 - Revocability Of Proxy
  (a) In this section, a "proxy coupled with an interest" includes the appointment as proxy of: (1) a pledgee; (2) a person who purchased or ...
• Texas Business Organizations Code Section 200.267 - Enforceability Of Proxy
  (a) An irrevocable proxy is specifically enforceable against the holder of shares or any successor or transferee of the holder if: (1) the proxy is ...
• Texas Business Organizations Code Section 200.268 - Procedures In Bylaws Relating To Proxies
  A real estate investment trust may establish in the bylaws of the real estate investment trust procedures consistent with this code for determining the validity ...
• Texas Business Organizations Code Section 200.301 - Management By Trust Managers
  The control, operation, disposition, investment, and management of the trust estate and the powers necessary or appropriate to effect any purpose for which a real ...
• Texas Business Organizations Code Section 200.302 - Designation Of Trust Managers
  (a) The certificate of formation of a real estate investment trust must contain the name of each trust manager. (b) A successor trust manager must ...
• Texas Business Organizations Code Section 200.303 - Trust Manager Eligibility Requirements
  A trust manager of a real estate investment trust must be an individual. Unless the certificate of formation or bylaws of a real estate investment ...
• Texas Business Organizations Code Section 200.304 - Number Of Trust Managers
  (a) The certificate of formation or bylaws of the real estate investment trust shall set the number of trust managers or provide for the manner ...
• Texas Business Organizations Code Section 200.305 - Compensation
  A trust manager or officer of a real estate investment trust is entitled to receive compensation set by or in the manner provided by the ...
• Texas Business Organizations Code Section 200.306 - Term Of Trust Manager
  (a) Except as provided by the certificate of formation or bylaws of a real estate investment trust, a trust manager of the real estate investment ...
• Texas Business Organizations Code Section 200.307 - Staggered Terms Of Trust Managers
  (a) A governing document of a real estate investment trust may provide that all or some of the board of trust managers may be divided ...
• Texas Business Organizations Code Section 200.308 - Vacancy
  (a) Except as provided by Subsection (b), a vacancy occurring in the office of a trust manager of a real estate investment trust may be ...
• Texas Business Organizations Code Section 200.309 - Notice Of Meeting
  (a) Regular meetings of the trust managers of a real estate investment trust may be held with or without notice as prescribed by the real ...
• Texas Business Organizations Code Section 200.310 - Quorum
  A quorum of the board of trust managers of a real estate investment trust is the majority of the number of trust managers unless the ...
• Texas Business Organizations Code Section 200.311 - Committees Of Trust Managers
  (a) If authorized by the certificate of formation or bylaws, the trust managers of a real estate investment trust, by resolution adopted by a majority ...
• Texas Business Organizations Code Section 200.312 - Liability Of Trust Managers
  (a) A trust manager of a real estate investment trust who votes for or assents to a distribution of assets made by the real estate ...
• Texas Business Organizations Code Section 200.313 - Statute Of Limitations On Certain Action Against Trust Managers
  An action may not be brought against a trust manager of a real estate investment trust under Section 200.312 after the second anniversary of the ...
• Texas Business Organizations Code Section 200.314 - Immunity From Liability For Performance Of Duty
  A trust manager of a real estate investment trust may not be held liable to the real estate investment trust for an act, omission, loss, ...
• Texas Business Organizations Code Section 200.315 - Right Of Contribution
  A trust manager who is liable for a claim asserted under Section 200.312 is entitled to receive contribution from each of the other trust managers ...
• Texas Business Organizations Code Section 200.316 - Officers
  (a) An officer of a real estate investment trust designated by the trust managers under Section 3.103 may exercise all of the powers of a ...
• Texas Business Organizations Code Section 200.317 - Contracts Or Transactions Involving Interested Trust Managers And Officers
  (a) This section applies only to a contract or transaction between a real estate investment trust and: (1) one or more of the trust's trust ...
• Texas Business Organizations Code Section 200.351 - Investments
  A trust manager or officer of a real estate investment trust has complete discretion with respect to the investment of the trust estate unless the ...
• Texas Business Organizations Code Section 200.401 - Definitions
  In this subchapter: (1) "Participating shares" means shares that entitle the holders of the shares to participate without limitation in distributions. (2) "Sale of all ...
• Texas Business Organizations Code Section 200.402 - Approval Of Merger
  (a) A real estate investment trust that is a party to the merger under Chapter 10 must approve the merger by complying with this section. ...
• Texas Business Organizations Code Section 200.403 - Approval Of Conversion
  (a) A real estate investment trust must approve a conversion under Chapter 10 by complying with this section. (b) The trust managers of the real ...
• Texas Business Organizations Code Section 200.404 - Approval Of Exchange
  (a) A real estate investment trust the shares of which are to be acquired in an exchange under Chapter 10 must approve the exchange by ...
• Texas Business Organizations Code Section 200.405 - Approval Of Sale Of All Or Substantially All Of Assets
  (a) Except as provided by the certificate of formation of a domestic real estate investment trust, a sale, lease, pledge, mortgage, assignment, transfer, or other ...
• Texas Business Organizations Code Section 200.406 - General Procedure For Submission To Shareholders Of Fundamental Business Transaction
  (a) If a fundamental business transaction involving a real estate investment trust is required to be submitted to the shareholders of the real estate investment ...
• Texas Business Organizations Code Section 200.407 - General Vote Requirement For Approval Of Fundamental Business Transaction
  (a) Except as provided by this code or the certificate of formation or bylaws of a real estate investment trust in accordance with Section 200.261, ...
• Texas Business Organizations Code Section 200.408 - Class Voting Requirements For Certain Fundamental Business Transactions
  (a) Separate voting by a class or series of shares of a real estate investment trust is required for approval of a plan of merger ...
• Texas Business Organizations Code Section 200.409 - No Shareholder Vote Requirement For Certain Fundamental Business Transactions
  (a) Unless required by the real estate investment trust's certificate of formation, a plan of merger is not required to be approved by the shareholders ...
• Texas Business Organizations Code Section 200.410 - Rights Of Dissent And Appraisal
  A shareholder of a domestic real estate investment trust has the rights of dissent and appraisal under Subchapter H, Chapter 10, with respect to a ...
• Texas Business Organizations Code Section 200.451 - Approval Of Voluntary Winding Up
  A real estate investment trust must approve a voluntary winding up under Chapter 11 by the affirmative vote of the shareholders in accordance with Section ...
• Texas Business Organizations Code Section 200.452 - Approval Of Reinstatement, Cancellation, Or Revocation Of Voluntary Winding Up
  A real estate investment trust may reinstate its existence under Section 11.202, revoke a voluntary decision to wind up under Section 11.151, or cancel an ...
• Texas Business Organizations Code Section 200.453 - Responsibility For Winding Up
  If a real estate investment trust determines or is required to wind up, the trust managers shall manage the winding up of the business or ...
• Texas Business Organizations Code Section 200.501 - Examination Of Records
  (a) On written demand stating a proper purpose, a shareholder of record of a real estate investment trust for at least six months immediately preceding ...
• Texas Business Organizations Code Section 200.502 - Joinder Of Shareholders Not Required
  The joinder of shareholders of a real estate investment trust is not required for any sale, lease, mortgage, or other disposition of all or part ...
• Texas Business Organizations Code Section 200.503 - Tax Law Requirements
  In connection with a real estate investment trust qualifying or attempting to qualify as a real estate investment trust under the Internal Revenue Code and ...
• Texas Business Organizations Code Section 251.001 - Definitions
  In this chapter: (1) "Cooperative basis" means that net savings, after payment of any investment dividends or after provision for separate funds has been made ...
• Texas Business Organizations Code Section 251.002 - Applicability Of Nonprofit Corporation Provisions
  (a) A provision of Title 1 and Chapters 20 and 22 governing nonprofit corporations applies to a cooperative association. (b) Notwithstanding Subsection (a), this chapter ...
• Texas Business Organizations Code Section 251.003 - Exemption
  This chapter does not apply to a corporation or association organized on a cooperative basis under a statute of this state other than this chapter ...
• Texas Business Organizations Code Section 251.051 - Organization Meeting
  After a cooperative association's certificate of formation is filed, the cooperative association shall hold an organization meeting in accordance with Section 22.104. Acts 2003, 78th ...
• Texas Business Organizations Code Section 251.052 - Amendment Of Certificate Of Formation
  (a) The board of directors of a cooperative association may propose an amendment to the cooperative association's certificate of formation by a two-thirds vote of ...
• Texas Business Organizations Code Section 251.053 - Bylaws
  (a) Unless the certificate of formation or bylaws of a cooperative association require a greater majority, the bylaws may be adopted, amended, or repealed by ...
• Texas Business Organizations Code Section 251.054 - Restated Certificate Of Formation
  (a) The board of directors of a cooperative association may adopt a restated certificate of formation as provided by Subchapter B, Chapter 3, by following ...
• Texas Business Organizations Code Section 251.101 - Board Of Directors
  (a) Except as provided by Subsections (b) and (c), a cooperative association is managed by a board of directors in accordance with Chapter 22. (b) ...
• Texas Business Organizations Code Section 251.102 - Officers
  (a) The directors of a cooperative association shall annually elect, unless otherwise provided by the bylaws, the following officers for the cooperative association: (1) a ...
• Texas Business Organizations Code Section 251.103 - Removal Of Directors And Officers
  (a) A director or officer of a cooperative association may be removed from office in the manner provided by the certificate of formation or bylaws ...
• Texas Business Organizations Code Section 251.104 - Referendum
  (a) The certificate of formation or bylaws of a cooperative association may provide for a referendum on any action undertaken by the cooperative association's board ...
• Texas Business Organizations Code Section 251.151 - Eligibility And Admission
  A person, an unincorporated group or other person organized on a cooperative basis, or a nonprofit group may be admitted to membership in a cooperative ...
• Texas Business Organizations Code Section 251.152 - Expulsion
  (a) A member of a cooperative association may be expelled by the vote of a majority of the cooperative association's members voting at a regular ...
• Texas Business Organizations Code Section 251.153 - Subscribers
  (a) A person is a subscriber of a cooperative association only if the person is: (1) eligible for membership in the cooperative association under Section ...
• Texas Business Organizations Code Section 251.154 - Liability
  (a) Except as provided by Subsection (b), a member or subscriber of a cooperative association is not jointly or severally liable for a debt of ...
• Texas Business Organizations Code Section 251.201 - Share And Membership Certificates: Issuance And Contents
  (a) A cooperative association may not issue a certificate for membership capital or for invested capital until any par value of the certificate has been ...
• Texas Business Organizations Code Section 251.202 - Transfer Of Shares And Membership; Withdrawal
  (a) A member who decides to withdraw from a cooperative association shall make a written offer to sell the member's membership certificates to the cooperative ...
• Texas Business Organizations Code Section 251.203 - Share And Membership Certificates; Recall
  (a) The bylaws of a cooperative association may authorize the cooperative association's board of directors to recall during a specified time and in accordance with ...
• Texas Business Organizations Code Section 251.204 - Certificates; Attachment
  The minimum amount necessary for membership in a cooperative association, not to exceed $50, is exempt from attachment, execution, or garnishment for the debts of ...
• Texas Business Organizations Code Section 251.251 - Meetings
  (a) Regular meetings of members of a cooperative association shall be held at least once a year as prescribed by the cooperative association's bylaws. (b) ...
• Texas Business Organizations Code Section 251.252 - Notice Of Special Meeting
  The notice of a special meeting of the members of a cooperative association shall state the purpose of the meeting. Acts 2003, 78th Leg., ch. ...
• Texas Business Organizations Code Section 251.253 - Meetings By Units Of Membership
  (a) The certificate of formation or bylaws of a cooperative association may provide for the holding of meetings by units of the membership of the ...
• Texas Business Organizations Code Section 251.254 - One Member--One Vote
  (a) Except as provided by Subsection (b), a member of a cooperative association has one vote. (b) If a cooperative association includes among its membership ...
• Texas Business Organizations Code Section 251.255 - No Proxy
  A member is not entitled to vote by proxy. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. ...
• Texas Business Organizations Code Section 251.256 - Voting By Mail
  (a) The certificate of formation or bylaws of a cooperative association may contain the procedures in Subsection (b) or (c), or both, for voting by ...
• Texas Business Organizations Code Section 251.257 - Voting By Mail Or By Delegates
  (a) If a cooperative association has provided for voting by mail or by delegates, a provision of this chapter referring to votes cast by members ...
• Texas Business Organizations Code Section 251.301 - Limitations On Return On Capital
  (a) Except as otherwise provided by the cooperative association's bylaws, an investment dividend of a cooperative association may not be cumulative and may not exceed ...
• Texas Business Organizations Code Section 251.302 - Allocation And Distribution Of Net Savings
  (a) At least once each year the members or directors of a cooperative association, as provided by the certificate of formation or bylaws of the ...
• Texas Business Organizations Code Section 251.351 - Recordkeeping
  A cooperative association shall keep books and records relating to the cooperative association's business operation in accordance with standard accounting practices. Acts 2003, 78th Leg., ...
• Texas Business Organizations Code Section 251.352 - Reports To Members
  (a) A cooperative association shall submit a written report to its members at the annual meeting of the cooperative association. The annual report must contain: ...
• Texas Business Organizations Code Section 251.353 - Annual Report Of Financial Condition
  (a) This section applies only to a cooperative association that has at least 100 members or at least $20,000 in annual business. (b) Not later ...
• Texas Business Organizations Code Section 251.354 - Failure To File Report
  (a) If a cooperative association required by Section 251.353 to file a copy of a report with the secretary of state does not file the ...
• Texas Business Organizations Code Section 251.401 - Voluntary Winding Up And Termination
  (a) A cooperative association may wind up and terminate its affairs in accordance with Chapter 11 and Sections 22.301-22.303. (b) If a cooperative association is ...
• Texas Business Organizations Code Section 251.402 - Execution Of Certificate Of Termination
  An officer of a cooperative association or one or more of the persons designated as a liquidating trustee under Section 251.401 shall execute the certificate ...
• Texas Business Organizations Code Section 251.403 - Distribution Of Assets
  Subject to Sections 11.052 and 11.053(a), the trustees designated under Section 251.401 shall distribute the cooperative association's assets in the following order: (1) by returning ...
• Texas Business Organizations Code Section 251.404 - Involuntary Termination
  A suit for involuntary termination of a cooperative association organized under this chapter may be instituted for the causes and prosecuted in the manner provided ...
• Texas Business Organizations Code Section 251.451 - Exemption From Taxes
  A cooperative association organized under this chapter is exempt from the franchise tax and license fees imposed by the state or a political subdivision of ...
• Texas Business Organizations Code Section 251.452 - Use Of Name "Cooperative"
  (a) Only a cooperative association governed by this chapter, a group organized on a cooperative basis under another law of this state, or a foreign ...
• Texas Business Organizations Code Section 252.001 - Definitions
  In this chapter: (1) "Member" means a person who, under the rules or practices of a nonprofit association, may participate in the selection of persons ...
• Texas Business Organizations Code Section 252.002 - Supplementary General Principles Of Law And Equity
  Principles of law and equity supplement this chapter unless displaced by a particular provision of this chapter. Acts 2003, 78th Leg., ch. 182, § 1, ...
• Texas Business Organizations Code Section 252.003 - Territorial Application
  Real and personal property in this state may be acquired, held, encumbered, and transferred by a nonprofit association, regardless of whether the nonprofit association or ...
• Texas Business Organizations Code Section 252.004 - Real And Personal Property; Nonprofit Association As Beneficiary
  (a) A nonprofit association in its name may acquire, hold, encumber, or transfer an estate or interest in real or personal property. (b) A nonprofit ...
• Texas Business Organizations Code Section 252.005 - Statement Of Authority As To Real Property
  (a) A nonprofit association may execute and record a statement of authority to transfer an estate or interest in real property in the name of ...
• Texas Business Organizations Code Section 252.006 - Liability In Tort And Contract
  (a) A nonprofit association is a legal entity separate from its members for the purposes of determining and enforcing rights, duties, and liabilities in contract ...
• Texas Business Organizations Code Section 252.007 - Capacity To Assert And Defend; Standing
  (a) A nonprofit association, in its name, may institute, defend, intervene, or participate in a judicial, administrative, or other governmental proceeding or in an arbitration, ...
• Texas Business Organizations Code Section 252.008 - Effect Of Judgment Or Order
  A judgment or order against a nonprofit association is not by itself a judgment or order against a member or a person considered as a ...
• Texas Business Organizations Code Section 252.009 - Disposition Of Personal Property Of Inactive Nonprofit Association
  (a) If a nonprofit association has been inactive for three years or longer, or a shorter period as specified in a document of the nonprofit ...
• Texas Business Organizations Code Section 252.010 - Books And Records
  (a) A nonprofit association shall keep correct and complete books and records of account for at least three years after the end of each fiscal ...
• Texas Business Organizations Code Section 252.011 - Appointment Of Agent To Receive Service Of Process
  (a) A nonprofit association may file in the office of the secretary of state a statement appointing an agent authorized to receive service of process. ...
• Texas Business Organizations Code Section 252.012 - Claim Not Abated By Change
  A claim for relief against a nonprofit association does not abate merely because of a change in the members or persons authorized to manage the ...
• Texas Business Organizations Code Section 252.013 - Summons And Complaint; Service
  (a) In an action or proceeding against a nonprofit association, a summons and complaint must be served on an agent authorized by appointment to receive ...
• Texas Business Organizations Code Section 252.014 - Uniformity Of Application And Construction
  This chapter shall be applied and construed to make uniform the law with respect to the subject of this chapter among states enacting it. Acts ...
• Texas Business Organizations Code Section 252.015 - Transition Concerning Real And Personal Property
  If, before September 1, 1995, an estate or interest in real or personal property was by the terms of the transfer purportedly transferred to a ...
• Texas Business Organizations Code Section 252.016 - Effect On Other Law
  This chapter replaces existing law with respect to matters covered by this chapter but does not affect other law covering unincorporated nonprofit associations. Acts 2003, ...
• Texas Business Organizations Code Section 252.017 - Chapter Controlling
  (a) Except as provided by Subsection (b), the only provisions of this code that apply to or govern a nonprofit association are the provisions of ...
• Texas Business Organizations Code Section 301.001 - Applicability Of Title
  (a) This title applies only to a professional entity or foreign professional entity. (b) This title does not affect: (1) the professional or confidential relationship ...
• Texas Business Organizations Code Section 301.002 - Conflicts Of Law
  This title prevails over a conflicting provision of Title 1, 2, or 3. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. ...
• Texas Business Organizations Code Section 301.003 - Definitions
  In this title: (1) "Licensed mental health professional" means a person, other than a physician, who is licensed by the state to engage in the ...
• Texas Business Organizations Code Section 301.004 - Authorized Person
  For purposes of this title, a person is an authorized person with respect to: (1) a professional association if the person is a professional individual; ...
• Texas Business Organizations Code Section 301.005 - Application For Registration Of Foreign Professional Entity
  (a) When required by Chapter 9, a foreign professional entity must file an application for registration to transact business in this state. (b) The secretary ...
• Texas Business Organizations Code Section 301.006 - License Required To Provide Professional Service
  (a) A professional association or foreign professional association may provide a professional service in this state only through owners, managerial officials, employees, or agents, each ...
• Texas Business Organizations Code Section 301.007 - Certain Requirements To Be Owner, Governing Person, Or Officer
  (a) A person may be an owner of a professional entity or a governing person of a professional limited liability company only if the person ...
• Texas Business Organizations Code Section 301.008 - Duties And Powers Of Owner Or Managerial Official Who Ceases To Be Licensed; Purchase Of Ownership Interest
  (a) A managerial official of a professional entity who ceases to satisfy the requirements of Section 301.007 shall promptly resign the person's position and employment ...
• Texas Business Organizations Code Section 301.009 - Transfer Of Ownership Interest
  Except as limited by the governing documents of the professional entity or an applicable agreement, an ownership interest in a professional entity may be transferred ...
• Texas Business Organizations Code Section 301.010 - Liability
  (a) A professional entity is jointly and severally liable for an error, omission, negligent or incompetent act, or malfeasance committed by a person who: (1) ...
• Texas Business Organizations Code Section 301.011 - Exemption From Securities Laws
  (a) A sale, issuance, or offer for sale of an ownership interest in a professional entity to a person authorized under this title to own ...
• Texas Business Organizations Code Section 301.012 - Joint Practice By Certain Professionals
  (a) Persons licensed as doctors of medicine and persons licensed as doctors of osteopathy by the Texas State Board of Medical Examiners and persons licensed ...
• Texas Business Organizations Code Section 302.001 - Applicability Of Certain Provisions Governing For-Profit Corporations
  The provisions of Chapters 20 and 21 governing a for-profit corporation apply to a professional association, unless there is a conflict with this title. Acts ...
• Texas Business Organizations Code Section 302.002 - Duration Of Professional Association
  A professional association continues: (1) for all purposes as a separate entity independent of the association's members until: (A) the expiration of the period of ...
• Texas Business Organizations Code Section 302.003 - Amendment Of Certificate Of Formation
  (a) A professional association may amend the association's certificate of formation as provided by Chapter 3 and: (1) by the procedure for amendment stated in ...
• Texas Business Organizations Code Section 302.004 - Adoption Of Bylaws; Delegation Of Authority
  (a) The members of a professional association may adopt bylaws for the association. (b) The authority to adopt bylaws for a professional association granted under ...
• Texas Business Organizations Code Section 302.005 - Governing Authority
  (a) A professional association shall be governed by: (1) a board of directors; or (2) an executive committee. (b) The governing authority of a professional ...
• Texas Business Organizations Code Section 302.006 - Members' Voting Rights
  A member of a professional association is entitled to cast a vote at a meeting of the members as provided by the certificate of formation ...
• Texas Business Organizations Code Section 302.007 - Election Of Officers
  The governing authority of a professional association shall elect the officers of the association. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, ...
• Texas Business Organizations Code Section 302.008 - Officer And Governing Person Eligibility Requirements
  (a) Only a member of the professional association is eligible to serve as an officer or governing person of a professional association. (b) Except as ...
• Texas Business Organizations Code Section 302.009 - Employment Of Agents And Employees
  The officers of a professional association may employ agents or employees for the association as the officers consider advisable. Acts 2003, 78th Leg., ch. 182, ...
• Texas Business Organizations Code Section 302.010 - Limitation On Member's Power To Bind Association
  A member of a professional association is not entitled to bind the association within the scope of the association's business or profession merely by virtue ...
• Texas Business Organizations Code Section 302.011 - Division Of Profits
  The members of a professional association shall divide the profits derived from the association in the manner provided by the governing documents of the association. ...
• Texas Business Organizations Code Section 302.012 - Annual Statement Required
  (a) In June of each year, a professional association shall file with the secretary of state a statement that: (1) lists: (A) the name and ...
• Texas Business Organizations Code Section 302.013 - Winding Up And Termination; Certificate Of Termination
  (a) A professional association may wind up and terminate the association's business as provided by: (1) the association's certificate of formation; or (2) if the ...
• Texas Business Organizations Code Section 303.001 - Applicability Of Certain Provisions Governing For-Profit Corporations
  The provisions of Chapters 20 and 21 governing a for-profit corporation apply to a professional corporation, unless there is a conflict with this title. Acts ...
• Texas Business Organizations Code Section 303.002 - Authority And Liability Of Shareholder
  (a) A shareholder of a professional corporation is not required to supervise the performance of duties by an officer or employee of the corporation. (b) ...
• Texas Business Organizations Code Section 303.003 - Notice Of Restriction On Transfer Of Shares
  Any restriction on the transfer of shares in a professional corporation that is imposed by the governing documents of the corporation or an applicable agreement ...
• Texas Business Organizations Code Section 303.004 - Redemption Of Shares; Price And Terms
  (a) A professional corporation may redeem shares of a shareholder, including a deceased shareholder. (b) The price and other terms of a redemption of shares ...
• Texas Business Organizations Code Section 303.005 - Existence Of Professional Corporation Before Winding Up And Termination
  A professional corporation continues to exist until the winding up and termination of the corporation as provided by Chapter 11 without regard to: (1) the ...
• Texas Business Organizations Code Section 303.006 - Winding Up And Termination Of Professional Corporation
  A shareholder of a professional corporation may not wind up the affairs of and terminate the corporation independently of other shareholders of the corporation. Acts ...
• Texas Business Organizations Code Section 304.001 - Applicability Of Certain Provisions Governing Limited Liability Companies
  Title 3 applies to a professional limited liability company, unless there is a conflict with this title. Acts 2003, 78th Leg., ch. 182, § 1, ...
• Texas Business Organizations Code Section 401.001 - Definitions
  In this title: (1) "Mandatory application date" means: (A) for an entity subject to this code under Section 402.001, January 1, 2006; (B) for an ...
• Texas Business Organizations Code Section 402.001 - Applicability Upon Effective Date
  (a) On or after the effective date of this code, this code applies to: (1) a domestic entity formed on or after the effective date ...
• Texas Business Organizations Code Section 402.002 - Early Effectiveness Of Fees
  On or after the effective date of this code, the fees required by Chapter 4 apply to all filings made with the secretary of state, ...
• Texas Business Organizations Code Section 402.003 - Early Adoption Of Code By Existing Domestic Entity
  (a) A domestic entity formed before the effective date of this code may voluntarily elect to adopt and become subject to this code by: (1) ...
• Texas Business Organizations Code Section 402.004 - Early Adoption Of Code By Registered Foreign Filing Entity
  A foreign filing entity registered with the secretary of state to transact business in this state before the effective date of this code may voluntarily ...
• Texas Business Organizations Code Section 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 ...
• Texas Business Organizations Code Section 402.006 - Applicability To Certain Acts, Contracts, And Transactions
  Except as otherwise expressly provided by this title, all of the provisions of this code govern acts, contracts, or other transactions by an entity subject ...
• Texas Business Organizations Code Section 402.007 - Indemnification
  Chapter 8 governs any proposed indemnification by a domestic entity after the mandatory application date, regardless of whether the events on which the indemnification is ...
• Texas Business Organizations Code Section 402.008 - Meetings Of Owners And Members; Consents; Voting Of Interests
  (a) Except as provided by Subsection (b) and regardless of whether a proxy or consent was executed by an owner or member before the mandatory ...
• Texas Business Organizations Code Section 402.009 - Meetings Of Governing Authority And Committees; Consents
  (a) Except as provided by Subsection (b), Chapter 6 and any other applicable provision of this code apply to: (1) a meeting of the governing ...
• Texas Business Organizations Code Section 402.010 - Sale Of Assets, Mergers, Reorganizations, Conversions
  Chapter 10 and any other applicable provisions of this code apply to a transaction consummated by an entity after the mandatory application date, except that ...
• Texas Business Organizations Code Section 402.011 - Winding Up And Termination
  (a) Chapter 11 applies to: (1) an action for involuntary or judicial winding up and termination commenced after the mandatory application date; or (2) a ...
• Texas Business Organizations Code Section 402.012 - Registration Of Certain Foreign Entities
  A foreign entity that has transacted intrastate business in this state before the mandatory application date and that is required by Chapter 9 to register ...
• Texas Business Organizations Code Section 402.013 - Reinstatement Of Entities Canceled, Revoked, Involuntarily Dissolved, Suspended, Or Forfeited Under Prior Law
  (a) On or after January 1, 2006, and before January 1, 2010, a domestic filing entity whose certificate of formation or equivalent governing document has ...

Last modified: August 11, 2007