Texas Business Organizations Code

§ 3.007 — SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF FOR-PROFIT OR PROFESSIONAL CORPORATION

BO § 3.007Title 1. GENERAL PROVISIONS · Ch. 3. FORMATION AND GOVERNANCE · Art. A. FORMATION, EXISTENCE, AND CERTIFICATE OF FORMATION

Statute text

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(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 number of shares the corporation is authorized to issue;

(2)if the shares the corporation is authorized to issue consist of one class of shares only, the par value of each share or a statement that each share is without par value;

(3)if the corporation is to be managed by a board of directors, the number of directors constituting the initial board of directors and the name and address of each individual who will serve as director until the first annual meeting of shareholders and until a successor is elected and qualified; and

(4)if the corporation is to be managed pursuant to a shareholders' agreement in a manner other than by a board of directors, the name and address of each person who will perform the functions required by this code to be performed by the initial board of directors.

(b)If the shares a for-profit or professional corporation is authorized to issue consist of more than one class of shares, the certificate of formation of the corporation must, with respect to each class, state:

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Legislative history

Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 10, eff. September 1, 2007. Acts 2013, 83rd Leg., R.S., Ch. 100 (S.B. 849), Sec. 2, eff. September 1, 2013. Acts 2017, 85th Leg., R.S., Ch. 776 (H.B. 3488), Sec. 1, eff. September 1, 2017. Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411), Sec. 3, eff. September 1, 2025.