Texas Business Organizations Code
Sections 301–600
- § 10.152CERTIFICATE OF MERGER: SHORT FORM MERGER
- § 10.153FILING OF CERTIFICATE OF MERGER OR EXCHANGE
- § 10.154CERTIFICATE OF CONVERSION
- § 10.155FILING OF CERTIFICATE OF CONVERSION
- § 10.156ACCEPTANCE OF CERTIFICATE FOR FILING
- § 10.201ABANDONMENT OF PLAN OF MERGER, EXCHANGE, OR CONVERSION
- § 10.202ABANDONMENT AFTER FILING
- § 10.203ABANDONMENT IF NO FILING REQUIRED
- § 10.251GENERAL POWER OF DOMESTIC ENTITY TO SELL, LEASE, OR CONVEY PROPERTY
- § 10.252NO APPROVAL REQUIRED FOR CERTAIN DISPOSITIONS OF PROPERTY
- § 10.253RECORDING INSTRUMENT CONVEYING REAL PROPERTY OF DOMESTIC ENTITY
- § 10.254DISPOSITION OF PROPERTY NOT A MERGER OR CONVERSION; LIABILITY
- § 10.301REORGANIZATION UNDER BANKRUPTCY AND SIMILAR LAWS
- § 10.302SIGNING OF DOCUMENTS
- § 10.303REORGANIZATION WITH OTHER ENTITIES
- § 10.304RIGHT OF DISSENT AND APPRAISAL EXCLUDED
- § 10.305AFTER FINAL DECREE
- § 10.306CHAPTER CUMULATIVE OF OTHER CHANGES
- § 10.351APPLICABILITY OF SUBCHAPTER
- § 10.352DEFINITIONS
- § 10.353FORM AND VALIDITY OF NOTICE
- § 10.354RIGHTS OF DISSENT AND APPRAISAL
- § 10.355NOTICE OF RIGHT OF DISSENT AND APPRAISAL
- § 10.356PROCEDURE FOR DISSENT BY OWNERS AS TO ACTIONS; PERFECTION OF RIGHT OF DISSENT AND APPRAISAL
- § 10.357WITHDRAWAL OF DEMAND FOR FAIR VALUE OF OWNERSHIP INTEREST
- § 10.358RESPONSE BY ORGANIZATION TO NOTICE OF DISSENT AND DEMAND FOR FAIR VALUE BY DISSENTING OWNER
- § 10.359RECORD OF DEMAND FOR FAIR VALUE OF OWNERSHIP INTEREST
- § 10.360RIGHTS OF TRANSFEREE OF CERTAIN OWNERSHIP INTEREST
- § 10.361PROCEEDING TO DETERMINE FAIR VALUE OF OWNERSHIP INTEREST AND OWNERS ENTITLED TO PAYMENT; APPOINTMENT OF APPRAISERS
- § 10.362COMPUTATION AND DETERMINATION OF FAIR VALUE OF OWNERSHIP INTEREST
- § 10.363POWERS AND DUTIES OF APPRAISER; APPRAISAL PROCEDURES
- § 10.364OBJECTION TO APPRAISAL; HEARING
- § 10.365COURT COSTS; COMPENSATION FOR APPRAISER
- § 10.366STATUS OF OWNERSHIP INTEREST HELD OR FORMERLY HELD BY DISSENTING OWNER
- § 10.367RIGHTS OF OWNERS FOLLOWING TERMINATION OF RIGHT OF DISSENT
- § 10.368EXCLUSIVITY OF REMEDY OF DISSENT AND APPRAISAL
- § 10.901CREDITORS; ANTITRUST
- § 10.902NONEXCLUSIVITY
- § 11.001DEFINITIONS
- § 11.051EVENT REQUIRING WINDING UP OF DOMESTIC ENTITY
- § 11.052WINDING UP PROCEDURES
- § 11.053PROPERTY APPLIED TO DISCHARGE LIABILITIES AND OBLIGATIONS
- § 11.054COURT SUPERVISION OF WINDING UP PROCESS
- § 11.055COURT ACTION OR PROCEEDING DURING WINDING UP
- § 11.056SUPPLEMENTAL PROVISIONS FOR LIMITED LIABILITY COMPANY
- § 11.057SUPPLEMENTAL PROVISIONS FOR DOMESTIC GENERAL PARTNERSHIP
- § 11.058SUPPLEMENTAL PROVISION FOR LIMITED PARTNERSHIP
- § 11.059SUPPLEMENTAL PROVISIONS FOR CORPORATIONS
- § 11.101CERTIFICATE OF TERMINATION FOR FILING ENTITY
- § 11.102EFFECTIVENESS OF TERMINATION OF FILING ENTITY
- § 11.103EFFECTIVENESS OF TERMINATION OF NONFILING ENTITY
- § 11.104ACTION BY SECRETARY OF STATE
- § 11.105SUPPLEMENTAL INFORMATION REQUIRED BY CERTIFICATE OF TERMINATION OF NONPROFIT CORPORATION
- § 11.151REVOCATION OF VOLUNTARY WINDING UP
- § 11.152CONTINUATION OF BUSINESS WITHOUT WINDING UP
- § 11.153COURT REVOCATION OF FRAUDULENT TERMINATION
- § 11.201CONDITIONS FOR REINSTATEMENT
- § 11.202PROCEDURES FOR REINSTATEMENT
- § 11.203USE OF NAME SIMILAR TO PREVIOUSLY REGISTERED NAME
- § 11.204EFFECTIVENESS OF REINSTATEMENT OF NONFILING ENTITY
- § 11.205EFFECTIVENESS OF REINSTATEMENT OF FILING ENTITY
- § 11.206EFFECT OF REINSTATEMENT
- § 11.251TERMINATION OF FILING ENTITY BY SECRETARY OF STATE
- § 11.252CERTIFICATE OF TERMINATION
- § 11.253REINSTATEMENT BY SECRETARY OF STATE AFTER INVOLUNTARY TERMINATION
- § 11.254REINSTATEMENT OF CERTIFICATE OF FORMATION FOLLOWING TAX FORFEITURE
- § 11.255REINSTATEMENT OF CERTIFICATE OF FORMATION FOLLOWING FAILURE TO REVIVE; REINSTATEMENT RETROACTIVE
- § 11.301INVOLUNTARY WINDING UP AND TERMINATION OF FILING ENTITY BY COURT ACTION
- § 11.302NOTIFICATION OF CAUSE BY SECRETARY OF STATE
- § 11.303FILING OF ACTION BY ATTORNEY GENERAL
- § 11.304CURE BEFORE FINAL JUDGMENT
- § 11.305JUDGMENT REQUIRING WINDING UP AND TERMINATION
- § 11.306STAY OF JUDGMENT
- § 11.307OPPORTUNITY FOR CURE AFTER AFFIRMATION OF FINDINGS BY APPEALS COURT
- § 11.308JURISDICTION AND VENUE
- § 11.309PROCESS IN STATE ACTION
- § 11.310PUBLICATION OF NOTICE
- § 11.311ACTION ALLOWED AFTER EXPIRATION OF FILING ENTITY'S DURATION
- § 11.312COMPLIANCE BY TERMINATED ENTITY
- § 11.313TIMING OF TERMINATION
- § 11.314INVOLUNTARY WINDING UP AND TERMINATION OF PARTNERSHIP OR LIMITED LIABILITY COMPANY
- § 11.315FILING OF DECREE OF TERMINATION AGAINST FILING ENTITY
- § 11.351LIABILITY OF TERMINATED FILING ENTITY
- § 11.352DEPOSIT WITH COMPTROLLER OF AMOUNT DUE OWNERS AND CREDITORS WHO ARE UNKNOWN OR CANNOT BE LOCATED
- § 11.353DISCHARGE OF LIABILITY OF PERSON RESPONSIBLE FOR LIQUIDATION
- § 11.354PAYMENT FROM ACCOUNT BY COMPTROLLER
- § 11.355NOTICE OF ESCHEAT; ESCHEAT
- § 11.356LIMITED SURVIVAL AFTER TERMINATION
- § 11.357GOVERNING PERSONS OF ENTITY DURING LIMITED SURVIVAL
- § 11.358ACCELERATED PROCEDURE FOR EXISTING CLAIM RESOLUTION
- § 11.359EXTINGUISHMENT OF EXISTING CLAIM
- § 11.401CODE GOVERNS
- § 11.402JURISDICTION TO APPOINT RECEIVER
- § 11.403APPOINTMENT OF RECEIVER FOR SPECIFIC PROPERTY
- § 11.404APPOINTMENT OF RECEIVER TO REHABILITATE DOMESTIC ENTITY
- § 11.405APPOINTMENT OF RECEIVER TO LIQUIDATE DOMESTIC ENTITY; LIQUIDATION
- § 11.406RECEIVERS: QUALIFICATIONS, POWERS, AND DUTIES
- § 11.407COURT-ORDERED FILING OF CLAIMS
- § 11.408SUPERVISING COURT; JURISDICTION; AUTHORITY
- § 11.409ANCILLARY RECEIVERSHIPS OF FOREIGN ENTITIES
- § 11.410RECEIVERSHIP FOR ALL PROPERTY AND BUSINESS OF FOREIGN ENTITY
- § 11.411GOVERNING PERSONS AND OWNERS NOT NECESSARY PARTIES DEFENDANT
- § 11.412DECREE OF INVOLUNTARY TERMINATION
- § 11.413SUPPLEMENTAL PROVISIONS FOR APPLICATION OF PROCEEDS FROM LIQUIDATION OF NONPROFIT CORPORATION
- § 11.414FILING OF DECREE OF INVOLUNTARY TERMINATION AGAINST FILING ENTITY
- § 12.001AUTHORITY OF SECRETARY OF STATE
- § 12.002INTERROGATORIES BY SECRETARY OF STATE
- § 12.003INFORMATION DISCLOSED BY INTERROGATORIES
- § 12.004APPEALS FROM SECRETARY OF STATE
- § 12.005FEE WAIVER FOR NEW VETERAN-OWNED BUSINESS
- § 12.151AUTHORITY OF ATTORNEY GENERAL TO EXAMINE BOOKS AND RECORDS
- § 12.152REQUEST TO EXAMINE
- § 12.153AUTHORITY TO EXAMINE MANAGEMENT OF ENTITY
- § 12.154AUTHORITY TO DISCLOSE INFORMATION
- § 12.155FORFEITURE OF BUSINESS PRIVILEGES
- § 12.156CRIMINAL PENALTY
- § 12.201LIEN FOR LAW VIOLATIONS
- § 12.251RECEIVER
- § 12.252FORECLOSURE
- § 12.253ACTION AGAINST INSOLVENT ENTITY
- § 12.254SUITS BY DISTRICT OR COUNTY ATTORNEY
- § 12.255PERMISSION TO SUE
- § 12.256EXAMINATION AND NOTICE
- § 12.257DISMISSAL OF ACTION
- § 12.258LIQUIDATION OF INSOLVENT ENTITY
- § 12.259EXTRAORDINARY REMEDIES; BOND
- § 12.260ABATEMENT OF SUIT
- § 12.261PROVISIONS CUMULATIVE
- § 20.001SIGNATURE REQUIREMENTS FOR FILING INSTRUMENTS
- § 20.002ULTRA VIRES ACTS
- § 21.002DEFINITIONS
- § 21.051NO PROPERTY RIGHT IN CERTIFICATE OF FORMATION
- § 21.052PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION
- § 21.053ADOPTION OF AMENDMENT BY BOARD OF DIRECTORS
- § 21.054ADOPTION OF AMENDMENT BY SHAREHOLDERS
- § 21.055NOTICE OF AND MEETING TO CONSIDER PROPOSED AMENDMENT
- § 21.056RESTATED CERTIFICATE OF FORMATION
- § 21.057BYLAWS
- § 21.058DUAL AUTHORITY
- § 21.059ORGANIZATION MEETING
- § 21.101SHAREHOLDERS' AGREEMENT
- § 21.102TERM OF AGREEMENT
- § 21.103DISCLOSURE OF AGREEMENT; RECALL OF CERTAIN CERTIFICATES
- § 21.104EFFECT OF SHAREHOLDERS' AGREEMENT
- § 21.105RIGHT OF RESCISSION; KNOWLEDGE OF PURCHASER OF SHARES
- § 21.106AGREEMENT LIMITING AUTHORITY OF AND SUPPLANTING BOARD OF DIRECTORS; LIABILITY
- § 21.107LIABILITY OF SHAREHOLDER
- § 21.108PERSONS ACTING IN PLACE OF SHAREHOLDERS
- § 21.109AGREEMENT NOT EFFECTIVE
- § 21.110OTHER SHAREHOLDER AGREEMENTS PERMITTED
- § 21.151NUMBER OF AUTHORIZED SHARES
- § 21.152CLASSES AND SERIES OF SHARES
- § 21.153DESIGNATIONS, PREFERENCES, LIMITATIONS, AND RIGHTS OF A CLASS OR SERIES
- § 21.154CERTAIN OPTIONAL CHARACTERISTICS OF SHARES
- § 21.155SERIES OF SHARES ESTABLISHED BY BOARD OF DIRECTORS
- § 21.156ACTIONS WITH RESPECT TO SERIES OF SHARES
- § 21.157ISSUANCE OF SHARES
- § 21.158ISSUANCE OF SHARES UNDER PLAN OF MERGER OR CONVERSION
- § 21.159TYPES OF CONSIDERATION FOR SHARES
- § 21.160DETERMINATION OF CONSIDERATION FOR SHARES
- § 21.161AMOUNT OF CONSIDERATION FOR ISSUANCE OF CERTAIN SHARES
- § 21.162VALUE AND SUFFICIENCY OF CONSIDERATION
- § 21.163ISSUANCE AND DISPOSITION OF FRACTIONAL SHARES OR SCRIP
- § 21.164RIGHTS OF HOLDERS OF FRACTIONAL SHARES OR SCRIP
- § 21.165SUBSCRIPTIONS
- § 21.166PREFORMATION SUBSCRIPTION
- § 21.167COMMITMENT TO PURCHASE SHARES
- § 21.168STOCK RIGHTS, OPTIONS, AND CONVERTIBLE INDEBTEDNESS
- § 21.169TERMS AND CONDITIONS OF RIGHTS AND OPTIONS
- § 21.170CONSIDERATION FOR RIGHTS, OPTIONS, AND CONVERTIBLE INDEBTEDNESS
- § 21.171OUTSTANDING OR TREASURY SHARES
- § 21.172EXPENSES OF ORGANIZATION, REORGANIZATION, AND FINANCING OF CORPORATION
- § 21.173SUPPLEMENTAL REQUIRED RECORDS
- § 21.201REGISTERED HOLDERS AS OWNERS; SHARES HELD BY NOMINEES
- § 21.202DEFINITION OF SHARES
- § 21.203NO STATUTORY PREEMPTIVE RIGHT UNLESS PROVIDED BY CERTIFICATE OF FORMATION
- § 21.204STATUTORY PREEMPTIVE RIGHTS
- § 21.205WAIVER OF PREEMPTIVE RIGHT
- § 21.206LIMITATION ON ACTION TO ENFORCE PREEMPTIVE RIGHT
- § 21.207DISPOSITION OF SHARES HAVING PREEMPTIVE RIGHTS
- § 21.208PREEMPTIVE RIGHT IN EXISTING CORPORATION
- § 21.209TRANSFER OF SHARES AND OTHER SECURITIES
- § 21.210RESTRICTION ON TRANSFER OF SHARES AND OTHER SECURITIES
- § 21.211VALID RESTRICTIONS ON TRANSFER
- § 21.212BYLAW OR AGREEMENT RESTRICTING TRANSFER OF SHARES OR OTHER SECURITIES
- § 21.213ENFORCEABILITY OF RESTRICTION ON TRANSFER OF CERTAIN SECURITIES
- § 21.214JOINT OWNERSHIP OF SHARES
- § 21.215LIABILITY FOR DESIGNATING OWNER OF SHARES
- § 21.216LIABILITY REGARDING JOINT OWNERSHIP OF SHARES
- § 21.217LIABILITY OF ASSIGNEE OR TRANSFEREE
- § 21.218EXAMINATION OF RECORDS
- § 21.219ANNUAL AND INTERIM STATEMENTS OF CORPORATION
- § 21.220PENALTY FOR FAILURE TO PREPARE VOTING LIST
- § 21.221PENALTY FOR FAILURE TO PROVIDE NOTICE OF MEETING
- § 21.222PENALTY FOR REFUSAL TO PERMIT EXAMINATION OF CERTAIN RECORDS
- § 21.223LIMITATION OF LIABILITY FOR OBLIGATIONS
- § 21.224PREEMPTION OF LIABILITY
- § 21.225EXCEPTIONS TO LIMITATIONS
- § 21.226PLEDGEES AND TRUST ADMINISTRATORS
- § 21.251REDUCTION OF STATED CAPITAL BY REDEMPTION OR PURCHASE OF REDEEMABLE SHARES
- § 21.252CANCELLATION OF TREASURY SHARES
- § 21.253PROCEDURES FOR REDUCTION OF STATED CAPITAL BY BOARD OF DIRECTORS
- § 21.254RESTRICTION ON REDUCTION OF STATED CAPITAL
- § 21.301DEFINITIONS
- § 21.302AUTHORITY FOR DISTRIBUTIONS
- § 21.303LIMITATIONS ON DISTRIBUTIONS
- § 21.304REDEMPTIONS
- § 21.305NOTICE OF REDEMPTION
- § 21.306DEPOSIT OF MONEY FOR REDEMPTION
- § 21.307PAYMENT OF REDEEMED SHARES
- § 21.308PRIORITY OF DISTRIBUTIONS
- § 21.309RESERVES, DESIGNATIONS, AND ALLOCATIONS FROM SURPLUS
- § 21.310AUTHORITY FOR SHARE DIVIDENDS
- § 21.311LIMITATIONS ON SHARE DIVIDENDS
- § 21.312VALUE OF SHARES ISSUED AS SHARE DIVIDENDS
- § 21.313TRANSFER OF SURPLUS FOR SHARE DIVIDENDS
- § 21.314DETERMINATION OF SOLVENCY, NET ASSETS, STATED CAPITAL, AND SURPLUS
- § 21.315DATE OF DETERMINATION OF SOLVENCY, NET ASSETS, STATED CAPITAL, AND SURPLUS
- § 21.316LIABILITY OF DIRECTORS FOR WRONGFUL DISTRIBUTIONS
- § 21.317STATUTE OF LIMITATIONS ON ACTION FOR WRONGFUL DISTRIBUTION
- § 21.318CONTRIBUTION FROM CERTAIN SHAREHOLDERS AND DIRECTORS
- § 21.351ANNUAL MEETING
- § 21.352SPECIAL MEETINGS
- § 21.3521SHAREHOLDER MEETINGS BY REMOTE COMMUNICATION
- § 21.353NOTICE OF MEETING
- § 21.3531NOTICE BY ELECTRONIC TRANSMISSION
- § 21.354INSPECTION OF VOTING LIST
- § 21.355CLOSING OF SHARE TRANSFER RECORDS
- § 21.356RECORD DATE FOR WRITTEN CONSENT TO ACTION
- § 21.357RECORD DATE FOR PURPOSE OF SHAREHOLDERS' MEETING
- § 21.358QUORUM
- § 21.359VOTING IN ELECTION OF DIRECTORS
- § 21.360NO CUMULATIVE VOTING RIGHT UNLESS AUTHORIZED
- § 21.361CUMULATIVE VOTING IN ELECTION OF DIRECTORS
- § 21.362CUMULATIVE VOTING RIGHT IN CERTAIN CORPORATIONS
- § 21.363VOTING ON MATTERS OTHER THAN ELECTION OF DIRECTORS
- § 21.364VOTE REQUIRED TO APPROVE FUNDAMENTAL ACTION
- § 21.365CHANGES IN VOTE REQUIRED FOR CERTAIN MATTERS
- § 21.366NUMBER OF VOTES PER SHARE
- § 21.367VOTING IN PERSON OR BY PROXY
- § 21.368TERM OF PROXY
- § 21.369REVOCABILITY OF PROXY
- § 21.370ENFORCEABILITY OF PROXY
- § 21.371PROCEDURES IN BYLAWS RELATING TO PROXIES
- § 21.372SHAREHOLDER MEETING LIST
- § 21.373NATIONALLY LISTED CORPORATIONS: SHAREHOLDER PROPOSALS
- § 21.401MANAGEMENT BY BOARD OF DIRECTORS
- § 21.402BOARD MEMBER ELIGIBILITY REQUIREMENTS
- § 21.403NUMBER OF DIRECTORS
- § 21.404DESIGNATION OF INITIAL BOARD OF DIRECTORS
- § 21.405ELECTION OF BOARD OF DIRECTORS
- § 21.406SPECIAL VOTING RIGHTS OF DIRECTORS
- § 21.407TERM OF OFFICE
- § 21.408SPECIAL TERMS OF OFFICE
- § 21.409REMOVAL OF DIRECTORS
- § 21.4091RESIGNATION OF DIRECTORS
- § 21.410VACANCY
- § 21.411NOTICE OF MEETING
- § 21.412WAIVER OF NOTICE
- § 21.413QUORUM
- § 21.414DISSENT TO OR ABSTENTION FROM ACTION
- § 21.415ACTION BY DIRECTORS
- § 21.416COMMITTEES OF BOARD OF DIRECTORS
- § 21.4161DETERMINATION OF INDEPENDENT AND DISINTERESTED DIRECTORS
- § 21.417ELECTION OF OFFICERS
- § 21.418CONTRACTS OR TRANSACTIONS INVOLVING INTERESTED DIRECTORS AND OFFICERS
- § 21.419PRESUMPTIONS FOR DIRECTORS AND OFFICERS OF CERTAIN CORPORATIONS
- § 21.451DEFINITIONS
- § 21.452APPROVAL OF MERGER
- § 21.453APPROVAL OF CONVERSION
- § 21.454APPROVAL OF EXCHANGE
- § 21.455APPROVAL OF SALE OF ALL OR SUBSTANTIALLY ALL OF ASSETS
- § 21.456GENERAL PROCEDURE FOR SUBMISSION TO SHAREHOLDERS OF FUNDAMENTAL BUSINESS TRANSACTION
- § 21.457GENERAL VOTE REQUIREMENT FOR APPROVAL OF FUNDAMENTAL BUSINESS TRANSACTION
- § 21.458CLASS VOTING REQUIREMENTS FOR CERTAIN FUNDAMENTAL BUSINESS TRANSACTIONS
- § 21.459NO SHAREHOLDER VOTE REQUIREMENT FOR CERTAIN FUNDAMENTAL BUSINESS TRANSACTIONS
- § 21.460RIGHTS OF DISSENT AND APPRAISAL
- § 21.461PLEDGE, MORTGAGE, DEED OF TRUST, OR TRUST INDENTURE
- § 21.462CONVEYANCE BY CORPORATION
- § 21.501APPROVAL OF VOLUNTARY WINDING UP, REINSTATEMENT, OR REVOCATION OF VOLUNTARY WINDING UP
- § 21.502CERTAIN PROCEDURES RELATING TO WINDING UP
- § 21.503MEETING OF SHAREHOLDERS; NOTICE
- § 21.504RESPONSIBILITY FOR WINDING UP
- § 21.551DEFINITIONS
- § 21.552STANDING TO BRING PROCEEDING
- § 21.553DEMAND
- § 21.554DETERMINATION BY DIRECTORS OR INDEPENDENT PERSONS
- § 21.555STAY OF PROCEEDING
- § 21.556DISCOVERY
- § 21.557TOLLING OF STATUTE OF LIMITATIONS
- § 21.558DISMISSAL OF DERIVATIVE PROCEEDING
- § 21.559ALLEGATIONS AFTER DEMAND REJECTED
- § 21.560DISCONTINUANCE OR SETTLEMENT
- § 21.561PAYMENT OF EXPENSES
- § 21.562APPLICATION TO FOREIGN CORPORATIONS
- § 21.563CLOSELY HELD CORPORATION
- § 21.601DEFINITIONS
- § 21.602AFFILIATED SHAREHOLDER
- § 21.603BENEFICIAL OWNER OF SHARES OR OTHER SECURITIES
- § 21.604BUSINESS COMBINATION