Texas Business Organizations Code
Sections 1–300
- § 1.001PURPOSE
- § 1.002DEFINITIONS
- § 1.003DISINTERESTED PERSON
- § 1.004INDEPENDENT PERSON
- § 1.005CONSPICUOUS INFORMATION
- § 1.006SYNONYMOUS TERMS
- § 1.007SIGNING OF DOCUMENT OR OTHER WRITING
- § 1.008SHORT TITLES
- § 1.009DOLLARS AS MONETARY UNITS
- § 1.051CONSTRUCTION OF CODE
- § 1.052REFERENCE IN LAW TO STATUTE REVISED BY CODE
- § 1.053APPLICABILITY TO FOREIGN AND INTERSTATE AFFAIRS
- § 1.054RESERVATION OF POWER
- § 1.055DOCTRINE OF INDEPENDENT LEGAL SIGNIFICANCE
- § 1.056REFERENCES IN CODE TO CERTAIN DISTRICT COURTS INCLUDES BUSINESS COURTS
- § 1.057LAWS GOVERNING FORMATION, INTERNAL AFFAIRS, AND GOVERNANCE OF DOMESTIC ENTITY
- § 1.101DOMESTIC FILING ENTITIES
- § 1.102FOREIGN FILING ENTITIES
- § 1.103ENTITIES NOT FORMED BY FILING INSTRUMENT
- § 1.104LAW APPLICABLE TO LIABILITY
- § 1.105INTERNAL AFFAIRS
- § 1.106ORDER OF PRECEDENCE
- § 2.001GENERAL SCOPE OF PERMISSIBLE PURPOSES
- § 2.002PURPOSES OF NONPROFIT ENTITY
- § 2.003GENERAL PROHIBITED PURPOSES
- § 2.004LIMITATION ON PURPOSES OF PROFESSIONAL ENTITY
- § 2.005LIMITATION IN GOVERNING DOCUMENTS
- § 2.007ADDITIONAL PROHIBITED ACTIVITIES OF FOR-PROFIT CORPORATION
- § 2.008NONPROFIT CORPORATIONS
- § 2.009PERMISSIBLE PURPOSE OF NONPROFIT CORPORATION RELATED TO ORGANIZED LABOR
- § 2.010PROHIBITED ACTIVITIES OF NONPROFIT CORPORATION
- § 2.011PURPOSES OF COOPERATIVE ASSOCIATION
- § 2.012LIMITATION ON PURPOSES OF REAL ESTATE INVESTMENT TRUST
- § 2.101GENERAL POWERS
- § 2.102ADDITIONAL POWERS OF NONPROFIT ENTITY OR INSTITUTION
- § 2.103POWER TO INCUR INDEBTEDNESS
- § 2.104POWER TO MAKE GUARANTIES
- § 2.105ADDITIONAL POWERS OF CERTAIN PIPELINE BUSINESSES
- § 2.106POWER OF NONPROFIT CORPORATION TO SERVE AS TRUSTEE
- § 2.107STANDARD TAX PROVISIONS FOR CERTAIN CHARITABLE NONPROFIT CORPORATIONS; POWER TO EXCLUDE
- § 2.108POWERS OF PROFESSIONAL ASSOCIATION
- § 2.109POWERS OF PROFESSIONAL CORPORATION
- § 2.110POWERS OF COOPERATIVE ASSOCIATION
- § 2.111LIMITATION ON POWERS OF COOPERATIVE ASSOCIATION
- § 2.112STATED POWERS IN SUBCHAPTER SUFFICIENT
- § 2.113LIMITATION ON POWERS
- § 2.114CERTIFICATED INDEBTEDNESS; MANNER OF ISSUANCE; SIGNATURE AND SEAL
- § 2.115CHOICE OF FORUM PROVISIONS
- § 2.116WAIVER OF TRIAL BY JURY
- § 3.001FORMATION AND EXISTENCE OF FILING ENTITIES
- § 3.002FORMATION AND EXISTENCE OF NONFILING ENTITIES
- § 3.003DURATION
- § 3.004ORGANIZERS
- § 3.005CERTIFICATE OF FORMATION
- § 3.006FILINGS IN CASE OF MERGER OR CONVERSION
- § 3.007SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF FOR-PROFIT OR PROFESSIONAL CORPORATION
- § 3.008SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF CLOSE CORPORATION
- § 3.009SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF NONPROFIT CORPORATION
- § 3.010SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF LIMITED LIABILITY COMPANY
- § 3.011SUPPLEMENTAL PROVISIONS REGARDING CERTIFICATE OF FORMATION OF LIMITED PARTNERSHIP
- § 3.012SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF REAL ESTATE INVESTMENT TRUST
- § 3.013SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF COOPERATIVE ASSOCIATION
- § 3.014SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF PROFESSIONAL ENTITY
- § 3.015SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF PROFESSIONAL ASSOCIATION
- § 3.051RIGHT TO AMEND CERTIFICATE OF FORMATION
- § 3.052PROCEDURES TO AMEND CERTIFICATE OF FORMATION
- § 3.053CERTIFICATE OF AMENDMENT
- § 3.054EXECUTION OF CERTIFICATE OF AMENDMENT OF FOR-PROFIT CORPORATION
- § 3.055SUPPLEMENTAL PROVISIONS FOR CERTIFICATE OF AMENDMENT OF REAL ESTATE INVESTMENT TRUST
- § 3.056EFFECT OF FILING OF CERTIFICATE OF AMENDMENT
- § 3.057RIGHT TO RESTATE CERTIFICATE OF FORMATION
- § 3.058PROCEDURES TO RESTATE CERTIFICATE OF FORMATION
- § 3.059RESTATED CERTIFICATE OF FORMATION
- § 3.060SUPPLEMENTAL PROVISIONS FOR RESTATED CERTIFICATE OF FORMATION FOR FOR-PROFIT CORPORATION OR PROFESSIONAL CORPORATION
- § 3.061SUPPLEMENTAL PROVISIONS FOR RESTATED CERTIFICATE OF FORMATION FOR NONPROFIT CORPORATION
- § 3.0611SUPPLEMENTAL PROVISIONS FOR RESTATED CERTIFICATE OF FORMATION FOR LIMITED LIABILITY COMPANY
- § 3.062SUPPLEMENTAL PROVISIONS FOR RESTATED CERTIFICATE OF FORMATION FOR REAL ESTATE INVESTMENT TRUST
- § 3.063EFFECT OF FILING OF RESTATED CERTIFICATE OF FORMATION
- § 3.101GOVERNING AUTHORITY
- § 3.102RIGHTS OF GOVERNING PERSONS IN CERTAIN CASES
- § 3.103OFFICERS
- § 3.104REMOVAL OF OFFICERS
- § 3.105RIGHTS OF OFFICERS IN CERTAIN CASES
- § 3.106AUTHORIZATION OF PLANS, AGREEMENTS, INSTRUMENTS, AND OTHER DOCUMENTS
- § 3.151BOOKS AND RECORDS FOR ALL FILING ENTITIES
- § 3.152GOVERNING PERSON'S RIGHT OF INSPECTION
- § 3.153RIGHT OF EXAMINATION BY OWNER OR MEMBER
- § 3.201CERTIFICATED OR UNCERTIFICATED OWNERSHIP INTEREST; APPLICABILITY
- § 3.202FORM AND VALIDITY OF CERTIFICATES; ENFORCEMENT OF ENTITY'S RIGHTS
- § 3.203SIGNATURE REQUIREMENT
- § 3.204DELIVERY REQUIREMENT
- § 3.205NOTICE FOR UNCERTIFICATED OWNERSHIP INTEREST
- § 3.251DEFINITIONS
- § 3.252PROVISIONS IN GOVERNING DOCUMENTS
- § 3.2535ACTIONS DURING EMERGENCY PERIOD
- § 3.255EFFECT OF EMERGENCY ACTION
- § 4.001SIGNATURE AND DELIVERY
- § 4.002ACTION BY SECRETARY OF STATE
- § 4.003FILING OR ISSUANCE OF REPRODUCTION OR FACSIMILE
- § 4.004TIME FOR FILING
- § 4.005CERTIFICATES AND CERTIFIED COPIES
- § 4.006FORMS ADOPTED BY SECRETARY OF STATE
- § 4.007LIABILITY FOR FALSE FILING INSTRUMENTS
- § 4.008OFFENSE; PENALTY
- § 4.009FILINGS BY REAL ESTATE INVESTMENT TRUST
- § 4.051GENERAL RULE
- § 4.052DELAYED EFFECTIVENESS OF CERTAIN FILINGS
- § 4.053CONDITIONS FOR DELAYED EFFECTIVENESS
- § 4.054DELAYED EFFECTIVENESS ON FUTURE EVENT OR FACT
- § 4.055STATEMENT OF EVENT OR FACT
- § 4.056FAILURE TO FILE STATEMENT
- § 4.057ABANDONMENT BEFORE EFFECTIVENESS
- § 4.058DELAYED EFFECTIVENESS NOT PERMITTED
- § 4.059ACKNOWLEDGMENT OF FILING WITH DELAYED EFFECTIVENESS
- § 4.101CORRECTION OF FILINGS
- § 4.102LIMITATION ON CORRECTION OF FILINGS
- § 4.103CERTIFICATE OF CORRECTION
- § 4.104FILING CERTIFICATE OF CORRECTION
- § 4.105EFFECT OF CERTIFICATE OF CORRECTION
- § 4.106AMENDMENT OF FILINGS
- § 4.151FILING FEES: ALL ENTITIES
- § 4.152FILING FEES: FOR-PROFIT CORPORATIONS
- § 4.153FILING FEES: NONPROFIT CORPORATIONS
- § 4.154FILING FEES: LIMITED LIABILITY COMPANIES
- § 4.155FILING FEES: LIMITED PARTNERSHIPS
- § 4.156FILING FEES: PROFESSIONAL ASSOCIATIONS
- § 4.157FILING FEES: PROFESSIONAL CORPORATIONS
- § 4.158FILING FEES: GENERAL PARTNERSHIPS
- § 4.159FILING FEES: NONPROFIT ASSOCIATIONS
- § 4.160FILING FEES: FOREIGN FILING ENTITIES
- § 4.161FILING FEES: COOPERATIVE ASSOCIATIONS
- § 4.162FILING FEES: REGISTERED SERIES OF LIMITED LIABILITY COMPANY
- § 5.001EFFECT ON RIGHTS UNDER OTHER LAW
- § 5.002EVIDENCE OF ESTABLISHED RIGHT TO INDISTINGUISHABLE NAME
- § 5.051ASSUMED NAME
- § 5.052UNAUTHORIZED PURPOSE IN NAME PROHIBITED
- § 5.053DISTINGUISHABLE NAMES REQUIRED
- § 5.054NAME OF CORPORATION, FOREIGN CORPORATION, PROFESSIONAL CORPORATION, OR FOREIGN PROFESSIONAL CORPORATION
- § 5.055NAME OF LIMITED PARTNERSHIP OR FOREIGN LIMITED PARTNERSHIP
- § 5.056NAME OF LIMITED LIABILITY COMPANY OR FOREIGN LIMITED LIABILITY COMPANY
- § 5.0561NAME OF REGISTERED SERIES OF LIMITED LIABILITY COMPANY
- § 5.057NAME OF COOPERATIVE ASSOCIATION OR FOREIGN COOPERATIVE ASSOCIATION
- § 5.058NAME OF PROFESSIONAL ASSOCIATION OR FOREIGN PROFESSIONAL ASSOCIATION
- § 5.059NAME OF PROFESSIONAL LIMITED LIABILITY COMPANY OR FOREIGN PROFESSIONAL LIMITED LIABILITY COMPANY
- § 5.060NAME OF PROFESSIONAL ENTITY OR FOREIGN PROFESSIONAL ENTITY; CONFLICTS WITH OTHER LAW OR ETHICAL RULE
- § 5.061NAME CONTAINING "LOTTO" OR "LOTTERY" PROHIBITED
- § 5.062VETERANS ORGANIZATIONS; UNAUTHORIZED USE OF NAME
- § 5.063NAME OF LIMITED LIABILITY PARTNERSHIP
- § 5.064NAME FALSELY IMPLYING GOVERNMENTAL AFFILIATION PROHIBITED
- § 5.065FALSE IMPLICATION OF GOVERNMENTAL AFFILIATION; AUTHORITY OF SECRETARY OF STATE AND ATTORNEY GENERAL
- § 5.101APPLICATION FOR RESERVATION OF NAME
- § 5.102LIMITATION ON THE RESERVATION OF CERTAIN NAMES
- § 5.103ACTION ON APPLICATION
- § 5.104DURATION OF RESERVATION OF NAME
- § 5.1041PROHIBITION ON FEE FOR WITHDRAWAL OF RESERVATION OF NAME
- § 5.105RENEWAL OF RESERVATION
- § 5.106TRANSFER OF RESERVATION OF NAME
- § 5.151APPLICATION BY CERTAIN ENTITIES FOR REGISTRATION OF NAME
- § 5.152APPLICATION FOR REGISTRATION OF NAME
- § 5.153LIMITATION ON THE REGISTRATION OF CERTAIN NAMES
- § 5.154DURATION OF REGISTRATION OF NAME
- § 5.155RENEWAL OF REGISTRATION
- § 5.200DEFINITIONS
- § 5.201DESIGNATION AND MAINTENANCE OF REGISTERED AGENT AND REGISTERED OFFICE
- § 5.2011CONSENT TO SERVE AS REGISTERED AGENT
- § 5.202CHANGE BY ENTITY TO REGISTERED OFFICE OR REGISTERED AGENT
- § 5.203CHANGE BY REGISTERED AGENT TO NAME OR ADDRESS OF REGISTERED OFFICE
- § 5.204RESIGNATION OF REGISTERED AGENT
- § 5.205REJECTION OF APPOINTMENT
- § 5.206DUTIES OF REGISTERED AGENT
- § 5.207DESIGNATION OF REGISTERED AGENT WITHOUT CONSENT; PENALTIES AND LIABILITIES
- § 5.208IMMUNITY FROM LIABILITY
- § 5.251FAILURE TO DESIGNATE REGISTERED AGENT
- § 5.252SERVICE ON SECRETARY OF STATE
- § 5.253ACTION BY SECRETARY OF STATE
- § 5.254REQUIRED RECORDS OF SECRETARY OF STATE
- § 5.255AGENT FOR SERVICE OF PROCESS, NOTICE, OR DEMAND AS MATTER OF LAW
- § 5.256OTHER MEANS OF SERVICE NOT PRECLUDED
- § 5.257SERVICE OF PROCESS BY POLITICAL SUBDIVISION
- § 5.301APPLICABILITY OF SUBCHAPTER
- § 5.302AGENT FOR SERIES
- § 5.303DUTIES OF REGISTERED AGENT
- § 5.304SERVICE ON SECRETARY OF STATE
- § 5.305SERVICE ON GOVERNING PERSONS
- § 5.306SERVICE OF PROCESS BY POLITICAL SUBDIVISION
- § 6.001LOCATION OF MEETINGS
- § 6A.001DEFINITIONS
- § 6.002ALTERNATIVE FORMS OF MEETINGS
- § 6.003PARTICIPATION CONSTITUTES PRESENCE
- § 6.051GENERAL NOTICE REQUIREMENTS
- § 6.052WAIVER OF NOTICE
- § 6.053EXCEPTION
- § 6.101RECORD DATE FOR PURPOSE OTHER THAN WRITTEN CONSENT TO ACTION
- § 6A.101DISCLOSURE OF NONFINANCIAL PROXY VOTING SERVICES TO PREVENT FRAUD OR DECEIT
- § 6.102RECORD DATE FOR WRITTEN CONSENT TO ACTION
- § 6A.102DISCLOSURES IF PROVIDING CONFLICTING VOTER ADVICE OR RECOMMENDATIONS
- § 6.103RECORD DATE FOR SUSPENDED DISTRIBUTIONS
- § 6.151MANNER OF VOTING OF INTERESTS
- § 6.152VOTING OF INTERESTS OWNED BY ENTITY
- § 6.153VOTING OF INTERESTS OWNED BY ANOTHER ENTITY
- § 6.154VOTING OF INTERESTS IN AN ESTATE OR TRUST
- § 6.155VOTING OF INTERESTS BY RECEIVER
- § 6.156VOTING OF PLEDGED INTERESTS
- § 6.157VOTING OF JOINTLY HELD OWNERSHIP INTERESTS
- § 6.201UNANIMOUS WRITTEN CONSENT TO ACTION
- § 6A.201DECEPTIVE TRADE PRACTICE
- § 6.202ACTION BY LESS THAN UNANIMOUS WRITTEN CONSENT
- § 6A.202DECLARATORY JUDGMENT OR INJUNCTIVE RELIEF
- § 6.203DELIVERY OF LESS THAN UNANIMOUS WRITTEN CONSENT
- § 6.204ADVANCE NOTICE NOT REQUIRED
- § 6.205REPRODUCTION OR ELECTRONIC TRANSMISSION OF CONSENT
- § 6.251VOTING TRUSTS
- § 6.252VOTING AGREEMENTS
- § 6.301APPLICABILITY OF CHAPTER TO PARTNERSHIPS
- § 6.302APPLICABILITY OF SUBCHAPTERS C AND D TO LIMITED LIABILITY COMPANIES
- § 7.001LIMITATION OF LIABILITY OF MANAGERIAL OFFICIAL
- § 8.001DEFINITIONS
- § 8.002APPLICATION OF CHAPTER
- § 8.003LIMITATIONS IN GOVERNING DOCUMENTS
- § 8.004LIMITATIONS IN CHAPTER
- § 8.005INDEMNIFICATION AGAINST NEGLIGENCE
- § 8.051MANDATORY INDEMNIFICATION
- § 8.052COURT-ORDERED INDEMNIFICATION
- § 8.101PERMISSIVE INDEMNIFICATION
- § 8.102GENERAL SCOPE OF PERMISSIVE INDEMNIFICATION
- § 8.103MANNER FOR DETERMINING PERMISSIVE INDEMNIFICATION
- § 8.104ADVANCEMENT OF EXPENSES TO PRESENT GOVERNING PERSONS OR DELEGATES
- § 8.105INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO PERSONS OTHER THAN GOVERNING PERSONS
- § 8.106PERMISSIVE INDEMNIFICATION OF AND REIMBURSEMENT OF EXPENSES TO WITNESSES
- § 8.151INSURANCE AND OTHER ARRANGEMENTS
- § 8.152REPORTS OF INDEMNIFICATION AND ADVANCES
- § 9.001FOREIGN ENTITIES REQUIRED TO REGISTER
- § 9.002FOREIGN ENTITIES NOT REQUIRED TO REGISTER
- § 9.003PERMISSIVE REGISTRATION
- § 9.004REGISTRATION PROCEDURE
- § 9.005SUPPLEMENTAL INFORMATION REQUIRED IN APPLICATION FOR REGISTRATION OF FOREIGN LIMITED LIABILITY COMPANY
- § 9.006SUPPLEMENTAL INFORMATION REQUIRED IN APPLICATION FOR REGISTRATION OF FOREIGN NONPROFIT CORPORATION
- § 9.007APPLICATION FOR REGISTRATION OF FOREIGN LIMITED LIABILITY PARTNERSHIP
- § 9.008EFFECT OF REGISTRATION
- § 9.009AMENDMENTS TO REGISTRATION
- § 9.010NAME CHANGE OF FOREIGN FILING ENTITY
- § 9.011VOLUNTARY WITHDRAWAL OF REGISTRATION
- § 9.012AUTOMATIC WITHDRAWAL ON CONVERSION TO DOMESTIC FILING ENTITY
- § 9.051TRANSACTING BUSINESS OR MAINTAINING COURT PROCEEDING WITHOUT REGISTRATION
- § 9.052CIVIL PENALTY
- § 9.053VENUE
- § 9.054LATE FILING FEE
- § 9.055REQUIREMENTS OF OTHER LAW
- § 9.101REVOCATION OF REGISTRATION BY SECRETARY OF STATE
- § 9.102CERTIFICATE OF REVOCATION
- § 9.103REINSTATEMENT BY SECRETARY OF STATE AFTER REVOCATION
- § 9.104PROCEDURES FOR REINSTATEMENT
- § 9.105USE OF NAME SIMILAR TO PREVIOUSLY REGISTERED NAME
- § 9.106REINSTATEMENT OF REGISTRATION FOLLOWING TAX FORFEITURE
- § 9.151REVOCATION OF REGISTRATION BY COURT ACTION
- § 9.152NOTIFICATION OF CAUSE BY SECRETARY OF STATE
- § 9.153FILING OF ACTION BY ATTORNEY GENERAL
- § 9.154CURE BEFORE FINAL JUDGMENT
- § 9.155JUDGMENT REQUIRING REVOCATION
- § 9.156STAY OF JUDGMENT
- § 9.157OPPORTUNITY FOR CURE AFTER AFFIRMATION OF FINDINGS BY APPEALS COURT
- § 9.158JURISDICTION AND VENUE
- § 9.159PROCESS IN STATE ACTION
- § 9.160PUBLICATION OF NOTICE
- § 9.161FILING OF DECREE OF REVOCATION AGAINST FOREIGN FILING ENTITY
- § 9.162APPLICABILITY OF SUBCHAPTER TO FOREIGN LIMITED LIABILITY PARTNERSHIPS
- § 9.201BUSINESS OF FOREIGN ENTITY
- § 9.202RIGHTS AND PRIVILEGES
- § 9.203OBLIGATIONS AND LIABILITIES
- § 9.204RIGHT OF FOREIGN ENTITY TO PARTICIPATE IN BUSINESS OF CERTAIN DOMESTIC ENTITIES
- § 9.251ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS IN THIS STATE
- § 9.252OTHER ACTIVITIES
- § 9.301APPLICABILITY OF CODE TO CERTAIN FOREIGN ENTITIES
- § 10.001ADOPTION OF PLAN OF MERGER
- § 10.002PLAN OF MERGER: REQUIRED PROVISIONS
- § 10.003CONTENTS OF PLAN OF MERGER: MORE THAN ONE SUCCESSOR
- § 10.004PLAN OF MERGER: PERMISSIVE PROVISIONS
- § 10.005CREATION OF HOLDING COMPANY BY MERGER
- § 10.006SHORT FORM MERGER
- § 10.007EFFECTIVENESS OF MERGER
- § 10.008EFFECT OF MERGER
- § 10.009SPECIAL PROVISIONS APPLYING TO PARTNERSHIP MERGERS
- § 10.010SPECIAL PROVISIONS APPLYING TO NONPROFIT CORPORATION AND NONPROFIT ASSOCIATION MERGERS
- § 10.051INTEREST EXCHANGES
- § 10.052PLAN OF EXCHANGE: REQUIRED PROVISIONS
- § 10.053PLAN OF EXCHANGE: PERMISSIVE PROVISIONS
- § 10.054EFFECTIVENESS OF EXCHANGE
- § 10.055GENERAL EFFECT OF INTEREST EXCHANGE
- § 10.056SPECIAL PROVISIONS APPLYING TO PARTNERSHIPS
- § 10.101CONVERSION OF DOMESTIC ENTITIES
- § 10.102CONVERSION OF NON-CODE ORGANIZATIONS
- § 10.1025CONVERSION AND CONTINUANCE
- § 10.103PLAN OF CONVERSION: REQUIRED PROVISIONS
- § 10.104PLAN OF CONVERSION: PERMISSIVE PROVISIONS
- § 10.105EFFECTIVENESS OF CONVERSION
- § 10.106GENERAL EFFECT OF CONVERSION
- § 10.107SPECIAL PROVISIONS APPLYING TO PARTNERSHIP CONVERSIONS
- § 10.108SPECIAL PROVISIONS APPLYING TO NONPROFIT CORPORATION AND NONPROFIT ASSOCIATION CONVERSIONS
- § 10.109SPECIAL PROVISIONS APPLYING TO CONVERSION AND CONTINUANCE
- § 10.151CERTIFICATE OF MERGER AND EXCHANGE