Texas Business Organizations Code Title 2, Chapter 23 - Special-purpose Corporations

SUBCHAPTER A GENERAL PROVISIONS

• Texas Section 23.001 - Determination Of Applicable Law
  (a) A corporation created under this chapter or under a special statute outside this code, to the extent not inconsistent with a special statute regarding...
• Texas Section 23.002 - Applicability Of Filing Requirements
  Except as otherwise provided by the special statute, a document to be filed with the secretary of state under a special statute shall be executed...

SUBCHAPTER B BUSINESS DEVELOPMENT CORPORATIONS

• Texas Section 23.003 - Domestic Corporation Organized Under Special Statute
  A corporation organized under a special statute other than this code is not considered a "domestic corporation" formed under this code, although this code may...
• Texas Section 23.051 - Definitions
  In this subchapter: (1) "Corporation" means a business development corporation organized under this subchapter. (2) "Financial institution" means a banking corporation or trust company, savings...
• Texas Section 23.052 - Organizers
  Subject to The Securities Act (Article 581-1 et seq., Vernon's Texas Civil Statutes), 25 or more persons, the majority of whom must be residents of...
• Texas Section 23.053 - Purposes
  (a) A business development corporation may be organized as a: (1) for-profit corporation under Chapter 21; or (2) nonprofit corporation under Chapter 22. (b) In...
• Texas Section 23.054 - Powers
  (a) The powers of a corporation include, in addition to the powers conferred on the corporation by Chapters 2 and 21 or 22, as applicable,...
• Texas Section 23.055 - Statewide Operation
  A corporation organized under this subchapter is a state development company as defined by Section 103, Small Business Investment Act of 1958 (15 U.S.C. Section...
• Texas Section 23.056 - Certificate Of Formation
  (a) The certificate of formation of a corporation must state: (1) the name of the corporation; (2) the purpose or purposes for which the corporation...
• Texas Section 23.057 - Management By Board Of Directors; Number Of Directors
  (a) The organization, control, and management of a corporation are vested in a board of directors. The board must consist of not fewer than 15...
• Texas Section 23.058 - Election Or Appointment Of Directors
  (a) The organizers of a corporation shall name the directors constituting the initial board of directors of the corporation. Directors other than the initial directors...
• Texas Section 23.059 - Term Of Office; Vacancy
  (a) A director of a corporation holds office until the next annual election of directors and until a successor is elected and qualified, unless the...
• Texas Section 23.060 - Officers
  The board of directors of a corporation shall appoint a president, a treasurer, and any other agent or officer of the corporation and shall fill...
• Texas Section 23.061 - Participation As Owner
  (a) An individual, corporation, or other organization authorized to conduct business in this state, including a public utility company, insurance and casualty company, or foreign...
• Texas Section 23.062 - Financial Institution As Member Of Corporation
  (a) A financial institution may become a member of a corporation and may make loans to the corporation as provided by this chapter. (b) A...
• Texas Section 23.063 - Withdrawal Of Member
  (a) On written notice to the corporation's board of directors, a member may withdraw from a corporation on the date stated in the notice. The...
• Texas Section 23.064 - Powers Of Shareholders And Members
  The shareholders and members of a corporation may: (1) determine the number of directors and elect the directors as provided by Section 23.058; (2) make,...
• Texas Section 23.065 - Voting By Shareholder Or Member
  (a) Each shareholder of a corporation has one vote, in person or by proxy, for each share held by the shareholder. (b) Each member of...
• Texas Section 23.066 - Loan To Corporation
  (a) When called on by a corporation to make a loan to the corporation, a member of the corporation shall make the loan on those...
• Texas Section 23.067 - Prohibited Loan
  (a) A member may not make a loan to a corporation if, immediately after the loan would be made, the total amount of the obligations...
• Texas Section 23.068 - Loan Limits
  (a) A loan limit shall be established at the $1,000 amount nearest to the amount computed in accordance with this section. (b) The total amount...
• Texas Section 23.069 - Surplus
  (a) A corporation shall set apart as earned surplus not less than 10 percent of the corporation's net earnings each year until the surplus, with...
• Texas Section 23.070 - Depository
  (a) A corporation may deposit the corporation's funds in a banking institution that has been designated as a depository by a vote of the majority...

SUBCHAPTER C GRAND LODGES

• Texas Section 23.071 - Annual Report; Provision Of Required Information
  (a) A corporation shall annually make a report of its condition to the banking commissioner and the Texas Department of Insurance. (b) A corporation shall...
• Texas Section 23.101 - Formation
  (a) An institution or order, by resolution or other consent of its members, may incorporate under this subchapter if the institution or order is: (1)...
• Texas Section 23.102 - Applicability Of Chapter 22
  If this subchapter does not contain any provision regarding a matter provided for in Chapter 22, to the extent consistent with this subchapter, Chapter 22...
• Texas Section 23.103 - Duration
  A grand body that incorporates under this subchapter may provide in the grand body's certificate of formation for the expiration of its corporate powers at...
• Texas Section 23.104 - Subordinate Lodges
  (a) The incorporation of a grand body includes each of its subordinate lodges or bodies holding a warrant or charter under the grand body. (b)...
• Texas Section 23.105 - Trustees And Directors
  A grand body and a subordinate of the grand body may elect trustees and directors or may appoint trustees or directors from among their officers....
• Texas Section 23.106 - Franchise Taxes
  A corporation formed under this subchapter is not subject to or required to pay a franchise tax, except that a corporation is exempt from the...
• Texas Section 23.107 - General Powers
  A grand body and a subordinate of the grand body may take action as directed or provided by law in the case of other corporations...
• Texas Section 23.108 - Authority Regarding Property
  (a) A grand body or subordinate body may acquire and hold property as necessary or convenient for a site on which to erect a building...
• Texas Section 23.109 - Authority Regarding Loans
  (a) A grand body incorporated under this subchapter may: (1) loan money held and owned by the grand body for charitable purposes, for the endowment...
• Texas Section 23.110 - Winding Up And Termination Of Subordinate Body
  (a) On the winding up and termination of a subordinate body attached to a grand body, all property and rights existing in the subordinate body...

Last modified: September 28, 2016