Texas Business Organizations Code Title 1, Chapter 3 - Formation And Governance

SUBCHAPTER A FORMATION, EXISTENCE, AND CERTIFICATE OF FORMATION

• Texas 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 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 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 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 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 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 Section 3.007 - Supplemental Provisions Required In Certificate Of Formation Of For-profit Or Professional Corporation
  (a) In addition to the information required by Section 3.005, the certificate of formation of a for-profit or professional corporation must state: (1) the aggregate...
• Texas 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 or professional corporation under Section...
• Texas 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 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 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 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 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 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...

SUBCHAPTER B AMENDMENTS AND RESTATEMENTS OF CERTIFICATE OF FORMATION

• Texas 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 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 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 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 Section 3.054 - Execution Of Certificate Of Amendment Of For-profit Corporation
  Except as provided by Title 2 or this section, an officer shall sign the certificate of amendment on behalf of the for-profit corporation. If shares...
• Texas 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 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 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 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 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 Section 3.060 - Supplemental Provisions For Restated Certificate Of Formation For For-profit Corporation Or Professional Corporation
  (a) In addition to the provisions authorized or required by Section 3.059, a restated certificate of formation for a for-profit corporation or professional corporation may...
• Texas 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 Section 3.0611 - Supplemental Provisions For Restated Certificate Of Formation For Limited Liability Company
  In addition to the provisions authorized or required by Section 3.059, a restated certificate of formation for a limited liability company may: (1) if the...
• Texas 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...

SUBCHAPTER C GOVERNING PERSONS AND OFFICERS

• Texas 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 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 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 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 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...

SUBCHAPTER D RECORDKEEPING OF FILING ENTITIES

• Texas 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 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 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...

SUBCHAPTER E CERTIFICATES REPRESENTING OWNERSHIP INTEREST

• Texas 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 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 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 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 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, Sec....

SUBCHAPTER F EMERGENCY GOVERNANCE

• Texas 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 Section 3.251 - Emergency Defined
  For purposes of this subchapter, an emergency exists if a majority of a domestic entity's governing persons cannot readily participate in a meeting because of...
• Texas Section 3.252 - Provisions In Governing Documents
  (a) Except as otherwise provided by the entity's governing documents, the governing persons, owners, or members of a domestic entity may adopt provisions in the...
• Texas Section 3.253 - Effect Of Emergency Provisions
  The emergency provisions adopted under Section 3.252 take effect only in the event of an emergency. The emergency provisions will no longer be effective after...
• Texas Section 3.254 - Effect Of Other Provisions In Governing Documents During Emergency
  A provision of an entity's governing documents that is consistent with the emergency provisions adopted under Section 3.252 remains in effect during an emergency. Added...
• Texas Section 3.255 - Effect Of Action Taken
  An action of a domestic entity taken in good faith in accordance with the emergency provisions: (1) is binding on the entity; and (2) may...

Last modified: September 28, 2016