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
  (