Tex. Business Organizations Code § 21.207

Tex. Business Organizations Code Sec. 21.207. DISPOSITION OF SHARES HAVING PREEMPTIVE RIGHTS. The transferee or successor of a share that has been transferred or otherwise disposed of by a shareholder of a corporation whose preemptive right to acquire shares in the corporation has been violated does not acquire the preemptive right, or any right or claim based on the violation, unless the previous shareholder has assigned the preemptive right to the transferee or successor.


Tex. Business Organizations Code § 21.208

Tex. Business Organizations Code Sec. 21.208. PREEMPTIVE RIGHT IN EXISTING CORPORATION. Subject to the certificate of formation, a shareholder of a corporation incorporated before September 1, 2003, has a preemptive right to acquire unissued or treasury shares of the corporation to the extent provided by Sections 21.204, 21.206, and 21.207. After September 1, 2003, a corporation may limit or deny the preemptive right of the shareholders of the corporation by amending the corporation's certificate of formation.


Tex. Business Organizations Code § 21.209

Tex. Business Organizations Code Sec. 21.209. TRANSFER OF SHARES AND OTHER SECURITIES. Except as otherwise provided by this code, the shares and other securities of a corporation are transferable in accordance with Chapter 8, Business & Commerce Code.


Tex. Business Organizations Code § 21.210

Tex. Business Organizations Code Sec. 21.210. RESTRICTION ON TRANSFER OF SHARES AND OTHER SECURITIES.


Tex. Business Organizations Code § 21.211

Tex. Business Organizations Code Sec. 21.211. VALID RESTRICTIONS ON TRANSFER.


Tex. Business Organizations Code § 21.212

Tex. Business Organizations Code Sec. 21.212. BYLAW OR AGREEMENT RESTRICTING TRANSFER OF SHARES OR OTHER SECURITIES.


Tex. Business Organizations Code § 21.213

Tex. Business Organizations Code Sec. 21.213. ENFORCEABILITY OF RESTRICTION ON TRANSFER OF CERTAIN SECURITIES.


Tex. Business Organizations Code § 21.214

Tex. Business Organizations Code Sec. 21.214. JOINT OWNERSHIP OF SHARES.


Tex. Business Organizations Code § 21.215

Tex. Business Organizations Code Sec. 21.215. LIABILITY FOR DESIGNATING OWNER OF SHARES. A corporation or an officer, director, employee, or agent of the corporation may not be held liable for considering the person who is registered as the owner of a share in the share transfer records of the corporation at a particular time to be the owner of the share at that time for a purpose described by Section 21.201, regardless of whether the person possesses a certificate for that share.


Tex. Business Organizations Code § 21.216

Tex. Business Organizations Code Sec. 21.216. LIABILITY REGARDING JOINT OWNERSHIP OF SHARES. A corporation that transfers shares or makes a distribution to a surviving joint owner under Section 21.214 before the corporation has received a written claim for the shares or distribution from another person is discharged from liability for the transfer or payment.


Tex. Business Organizations Code § 21.217

Tex. Business Organizations Code Sec. 21.217. LIABILITY OF ASSIGNEE OR TRANSFEREE. An assignee or transferee of certificated shares, uncertificated shares, or a subscription for shares in good faith and without knowledge that full consideration for the shares or subscription has not been paid may not be held personally liable to the corporation or a creditor of the corporation for an unpaid portion of the consideration.


Tex. Business Organizations Code § 21.218

Tex. Business Organizations Code Sec. 21.218. EXAMINATION OF RECORDS.


Tex. Business Organizations Code § 21.219

Tex. Business Organizations Code Sec. 21.219. ANNUAL AND INTERIM STATEMENTS OF CORPORATION.


Tex. Business Organizations Code § 21.220

Tex. Business Organizations Code Sec. 21.220. PENALTY FOR FAILURE TO PREPARE VOTING LIST. An officer or agent of a corporation who is in charge of the corporation's share transfer records and who does not prepare the list of shareholders, keep the list on file for a 10-day period before the annual meeting, or keep the list available for inspection as required by Sections 21.354 and 21.372 is liable to a shareholder who suffers damages because of the failure for the damage caused by the failure.


Tex. Business Organizations Code § 21.221

Tex. Business Organizations Code Sec. 21.221. PENALTY FOR FAILURE TO PROVIDE NOTICE OF MEETING. If an officer or agent of a corporation is unable to comply with the duties prescribed by Sections 21.354 and 21.372 because the officer or agent did not receive notice of a meeting of shareholders within a sufficient time before the date of the meeting, the corporation, rather than the officer or agent, is liable to a shareholder who suffers damages because of the failure for the extent of the damage caused by the failure.


Tex. Business Organizations Code § 21.222

Tex. Business Organizations Code Sec. 21.222. PENALTY FOR REFUSAL TO PERMIT EXAMINATION OF CERTAIN RECORDS.


Tex. Business Organizations Code § 21.223

Tex. Business Organizations Code Sec. 21.223. LIMITATION OF LIABILITY FOR OBLIGATIONS.


Tex. Business Organizations Code § 21.224

Tex. Business Organizations Code Sec. 21.224. PREEMPTION OF LIABILITY. The liability of a holder, beneficial owner, or subscriber of shares of a corporation, or any affiliate of such a holder, owner, or subscriber or of the corporation, for an obligation that is limited by Section 21.223 is exclusive and preempts any other liability imposed for that obligation under common law or otherwise.


Tex. Business Organizations Code § 21.225

Tex. Business Organizations Code Sec. 21.225. EXCEPTIONS TO LIMITATIONS. Section 21.223 or 21.224 does not limit the obligation of a holder, beneficial owner, subscriber, or affiliate to the obligee of the corporation if that person:


Tex. Business Organizations Code § 21.226

Tex. Business Organizations Code Sec. 21.226. PLEDGEES AND TRUST ADMINISTRATORS.


Tex. Business Organizations Code § 21.251

Tex. Business Organizations Code Sec. 21.251. REDUCTION OF STATED CAPITAL BY REDEMPTION OR PURCHASE OF REDEEMABLE SHARES.


Tex. Business Organizations Code § 21.252

Tex. Business Organizations Code Sec. 21.252. CANCELLATION OF TREASURY SHARES.


Tex. Business Organizations Code § 21.253

Tex. Business Organizations Code Sec. 21.253. PROCEDURES FOR REDUCTION OF STATED CAPITAL BY BOARD OF DIRECTORS.


Tex. Business Organizations Code § 21.254

Tex. Business Organizations Code Sec. 21.254. RESTRICTION ON REDUCTION OF STATED CAPITAL. The stated capital of a corporation may not be reduced under this subchapter if the amount of the aggregate stated capital of the corporation would be reduced to an amount equal to or less than the sum of the:


Tex. Business Organizations Code § 21.301

Tex. Business Organizations Code Sec. 21.301. DEFINITIONS. In this subchapter:


Tex. Business Organizations Code § 21.302

Tex. Business Organizations Code Sec. 21.302. AUTHORITY FOR DISTRIBUTIONS.


Tex. Business Organizations Code § 21.303

Tex. Business Organizations Code Sec. 21.303. LIMITATIONS ON DISTRIBUTIONS.


Tex. Business Organizations Code § 21.304

Tex. Business Organizations Code Sec. 21.304. REDEMPTIONS.


Tex. Business Organizations Code § 21.305

Tex. Business Organizations Code Sec. 21.305. NOTICE OF REDEMPTION.


Tex. Business Organizations Code § 21.306

Tex. Business Organizations Code Sec. 21.306. DEPOSIT OF MONEY FOR REDEMPTION.


Tex. Business Organizations Code § 21.307

Tex. Business Organizations Code Sec. 21.307. PAYMENT OF REDEEMED SHARES.


Tex. Business Organizations Code § 21.308

Tex. Business Organizations Code Sec. 21.308. PRIORITY OF DISTRIBUTIONS.


Tex. Business Organizations Code § 21.309

Tex. Business Organizations Code Sec. 21.309. RESERVES, DESIGNATIONS, AND ALLOCATIONS FROM SURPLUS.


Tex. Business Organizations Code § 21.310

Tex. Business Organizations Code Sec. 21.310. AUTHORITY FOR SHARE DIVIDENDS. The board of directors of a corporation may authorize a share dividend and the corporation may pay a share dividend subject to Section 21.311 and any restriction in its certificate of formation.


Tex. Business Organizations Code § 21.311

Tex. Business Organizations Code Sec. 21.311. LIMITATIONS ON SHARE DIVIDENDS. A corporation may not pay a share dividend in authorized but unissued shares of any class if:


Tex. Business Organizations Code § 21.312

Tex. Business Organizations Code Sec. 21.312. VALUE OF SHARES ISSUED AS SHARE DIVIDENDS.


Tex. Business Organizations Code § 21.313

Tex. Business Organizations Code Sec. 21.313. TRANSFER OF SURPLUS FOR SHARE DIVIDENDS.


Tex. Business Organizations Code § 21.314

Tex. Business Organizations Code Sec. 21.314. DETERMINATION OF SOLVENCY, NET ASSETS, STATED CAPITAL, AND SURPLUS.


Tex. Business Organizations Code § 21.315

Tex. Business Organizations Code Sec. 21.315. DATE OF DETERMINATION OF SOLVENCY, NET ASSETS, STATED CAPITAL, AND SURPLUS.


Tex. Business Organizations Code § 21.316

Tex. Business Organizations Code Sec. 21.316. LIABILITY OF DIRECTORS FOR WRONGFUL DISTRIBUTIONS.


Tex. Business Organizations Code § 21.317

Tex. Business Organizations Code Sec. 21.317. STATUTE OF LIMITATIONS ON ACTION FOR WRONGFUL DISTRIBUTION. An action may not be brought against a director of a corporation under Section 21.316 after the second anniversary of the date the alleged act giving rise to the liability occurred.


Tex. Business Organizations Code § 21.318

Tex. Business Organizations Code Sec. 21.318. CONTRIBUTION FROM CERTAIN SHAREHOLDERS AND DIRECTORS.


Tex. Business Organizations Code § 21.351

Tex. Business Organizations Code Sec. 21.351. ANNUAL MEETING.


Tex. Business Organizations Code § 21.352

Tex. Business Organizations Code Sec. 21.352. SPECIAL MEETINGS.


Tex. Business Organizations Code § 21.3521

Tex. Business Organizations Code Sec. 21.3521. SHAREHOLDER MEETINGS BY REMOTE COMMUNICATION. Except for any limitation or other requirements in the governing documents of the corporation, if a meeting of a corporation's shareholders under Section 21.351 or 21.352 is held by means of a telephone conference or other communication system authorized by Section 6.002, the meeting is considered to have satisfied the requirement of Section 6.002(a) that shareholders participating in the meeting be able to communicate with all other persons participating in the meeting if the corporation implements reasonable measures to provide each shareholder entitled to vote at the meeting, or the shareholder's proxyholder, a reasonable opportunity to:


Tex. Business Organizations Code § 21.353

Tex. Business Organizations Code Sec. 21.353. NOTICE OF MEETING.


Tex. Business Organizations Code § 21.3531

Tex. Business Organizations Code Sec. 21.3531. NOTICE BY ELECTRONIC TRANSMISSION.


Tex. Business Organizations Code § 21.354

Tex. Business Organizations Code Sec. 21.354. INSPECTION OF VOTING LIST.


Tex. Business Organizations Code § 21.355

Tex. Business Organizations Code Sec. 21.355. CLOSING OF SHARE TRANSFER RECORDS. Share transfer records that are closed in accordance with Section 6.101 for the purpose of determining which shareholders are entitled to receive notice of a meeting of shareholders shall remain closed for at least 10 days immediately preceding the date of the meeting.


Tex. Business Organizations Code § 21.356

Tex. Business Organizations Code Sec. 21.356. RECORD DATE FOR WRITTEN CONSENT TO ACTION. The record date provided in accordance with Section 6.102(a) may not be more than 10 days after the date on which the board of directors adopts the resolution setting the record date.


Tex. Business Organizations Code § 21.357

Tex. Business Organizations Code Sec. 21.357. RECORD DATE FOR PURPOSE OF SHAREHOLDERS' MEETING. The record date for the purpose of determining shareholders entitled to notice of or to vote at a shareholders' meeting or any adjournment of the meeting, as provided by the directors in accordance with Section 6.101, must be at least 10 days before the date of the shareholders' meeting.


Tex. Business Organizations Code § 21.358

Tex. Business Organizations Code Sec. 21.358. QUORUM.


Tex. Business Organizations Code § 21.359

Tex. Business Organizations Code Sec. 21.359. VOTING IN ELECTION OF DIRECTORS.


Tex. Business Organizations Code § 21.360

Tex. Business Organizations Code Sec. 21.360. NO CUMULATIVE VOTING RIGHT UNLESS AUTHORIZED. Except as provided by Section 21.361 or 21.362, a shareholder does not have the right to cumulate the shareholder's vote in the election of directors.


Tex. Business Organizations Code § 21.361

Tex. Business Organizations Code Sec. 21.361. CUMULATIVE VOTING IN ELECTION OF DIRECTORS.


Tex. Business Organizations Code § 21.362

Tex. Business Organizations Code Sec. 21.362. CUMULATIVE VOTING RIGHT IN CERTAIN CORPORATIONS. Except as provided by the corporation's certificate of formation, a shareholder of a corporation incorporated before September 1, 2003, has the right to cumulatively vote the number of shares the shareholder owns in the election of directors to the extent permitted and in the manner provided by Section 21.361. A corporation may limit or deny a shareholder's right to cumulatively vote shares at any time after September 1, 2003, by amending its certificate of formation.


Tex. Business Organizations Code § 21.363

Tex. Business Organizations Code Sec. 21.363. VOTING ON MATTERS OTHER THAN ELECTION OF DIRECTORS.


Tex. Business Organizations Code § 21.364

Tex. Business Organizations Code Sec. 21.364. VOTE REQUIRED TO APPROVE FUNDAMENTAL ACTION.


Tex. Business Organizations Code § 21.365

Tex. Business Organizations Code Sec. 21.365. CHANGES IN VOTE REQUIRED FOR CERTAIN MATTERS.


Tex. Business Organizations Code § 21.366

Tex. Business Organizations Code Sec. 21.366. NUMBER OF VOTES PER SHARE.


Tex. Business Organizations Code § 21.367

Tex. Business Organizations Code Sec. 21.367. VOTING IN PERSON OR BY PROXY.


Tex. Business Organizations Code § 21.368

Tex. Business Organizations Code Sec. 21.368. TERM OF PROXY. A proxy is not valid after 11 months after the date the proxy is executed unless otherwise provided by the proxy.


Tex. Business Organizations Code § 21.369

Tex. Business Organizations Code Sec. 21.369. REVOCABILITY OF PROXY.


Tex. Business Organizations Code § 21.370

Tex. Business Organizations Code Sec. 21.370. ENFORCEABILITY OF PROXY.


Tex. Business Organizations Code § 21.371

Tex. Business Organizations Code Sec. 21.371. PROCEDURES IN BYLAWS RELATING TO PROXIES.


Tex. Business Organizations Code § 21.372

Tex. Business Organizations Code Sec. 21.372. SHAREHOLDER MEETING LIST.


Tex. Business Organizations Code § 21.373

Tex. Business Organizations Code Sec. 21.373. NATIONALLY LISTED CORPORATIONS: SHAREHOLDER PROPOSALS.


Tex. Business Organizations Code § 21.401

Tex. Business Organizations Code Sec. 21.401. MANAGEMENT BY BOARD OF DIRECTORS.


Tex. Business Organizations Code § 21.402

Tex. Business Organizations Code Sec. 21.402. BOARD MEMBER ELIGIBILITY REQUIREMENTS. Unless the certificate of formation or bylaws of a corporation provide otherwise, a director is not required to be a resident of this state or a shareholder of the corporation. The certificate of formation or bylaws may prescribe other qualifications for directors.


Tex. Business Organizations Code § 21.403

Tex. Business Organizations Code Sec. 21.403. NUMBER OF DIRECTORS.


Tex. Business Organizations Code § 21.404

Tex. Business Organizations Code Sec. 21.404. DESIGNATION OF INITIAL BOARD OF DIRECTORS. If the corporation is to be managed by a board of directors, the certificate of formation of a corporation must state 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.


Tex. Business Organizations Code § 21.405

Tex. Business Organizations Code Sec. 21.405. ELECTION OF BOARD OF DIRECTORS.


Tex. Business Organizations Code § 21.406

Tex. Business Organizations Code Sec. 21.406. SPECIAL VOTING RIGHTS OF DIRECTORS.


Tex. Business Organizations Code § 21.407

Tex. Business Organizations Code Sec. 21.407. TERM OF OFFICE. Except as otherwise provided by this subchapter, the term of office of a director extends from the date the director is elected and qualified or named in the corporation's certificate of formation until the next annual meeting of shareholders and until the director's successor is elected and qualified.


Tex. Business Organizations Code § 21.408

Tex. Business Organizations Code Sec. 21.408. SPECIAL TERMS OF OFFICE.


Tex. Business Organizations Code § 21.409

Tex. Business Organizations Code Sec. 21.409. REMOVAL OF DIRECTORS.


Tex. Business Organizations Code § 21.4091

Tex. Business Organizations Code Sec. 21.4091. RESIGNATION OF DIRECTORS.


Tex. Business Organizations Code § 21.410

Tex. Business Organizations Code Sec. 21.410. VACANCY.


Tex. Business Organizations Code § 21.411

Tex. Business Organizations Code Sec. 21.411. NOTICE OF MEETING.


Tex. Business Organizations Code § 21.412

Tex. Business Organizations Code Sec. 21.412. WAIVER OF NOTICE.


Tex. Business Organizations Code § 21.413

Tex. Business Organizations Code Sec. 21.413. QUORUM.


Tex. Business Organizations Code § 21.414

Tex. Business Organizations Code Sec. 21.414. DISSENT TO OR ABSTENTION FROM ACTION.


Tex. Business Organizations Code § 21.415

Tex. Business Organizations Code Sec. 21.415. ACTION BY DIRECTORS.


Tex. Business Organizations Code § 21.416

Tex. Business Organizations Code Sec. 21.416. COMMITTEES OF BOARD OF DIRECTORS.


Tex. Business Organizations Code § 21.4161

Tex. Business Organizations Code Sec. 21.4161. DETERMINATION OF INDEPENDENT AND DISINTERESTED DIRECTORS.


Tex. Business Organizations Code § 21.417

Tex. Business Organizations Code Sec. 21.417. ELECTION OF OFFICERS. The board of directors of a corporation shall elect a president and a secretary at the time and in the manner prescribed by the corporation's bylaws. Other officers, including assistant officers and agents as deemed necessary, may be elected in accordance with Section 3.103.


Tex. Business Organizations Code § 21.418

Tex. Business Organizations Code Sec. 21.418. CONTRACTS OR TRANSACTIONS INVOLVING INTERESTED DIRECTORS AND OFFICERS.


Tex. Business Organizations Code § 21.419

Tex. Business Organizations Code Sec. 21.419. PRESUMPTIONS FOR DIRECTORS AND OFFICERS OF CERTAIN CORPORATIONS.


Tex. Business Organizations Code § 21.451

Tex. Business Organizations Code Sec. 21.451. DEFINITIONS. In this subchapter:


Tex. Business Organizations Code § 21.452

Tex. Business Organizations Code Sec. 21.452. APPROVAL OF MERGER.


Tex. Business Organizations Code § 21.453

Tex. Business Organizations Code Sec. 21.453. APPROVAL OF CONVERSION.


Tex. Business Organizations Code § 21.454

Tex. Business Organizations Code Sec. 21.454. APPROVAL OF EXCHANGE.


Tex. Business Organizations Code § 21.455

Tex. Business Organizations Code Sec. 21.455. APPROVAL OF SALE OF ALL OR SUBSTANTIALLY ALL OF ASSETS.


Tex. Business Organizations Code § 21.456

Tex. Business Organizations Code Sec. 21.456. GENERAL PROCEDURE FOR SUBMISSION TO SHAREHOLDERS OF FUNDAMENTAL BUSINESS TRANSACTION.


Tex. Business Organizations Code § 21.457

Tex. Business Organizations Code Sec. 21.457. GENERAL VOTE REQUIREMENT FOR APPROVAL OF FUNDAMENTAL BUSINESS TRANSACTION.


Tex. Business Organizations Code § 21.458

Tex. Business Organizations Code Sec. 21.458. CLASS VOTING REQUIREMENTS FOR CERTAIN FUNDAMENTAL BUSINESS TRANSACTIONS.


Tex. Business Organizations Code § 21.459

Tex. Business Organizations Code Sec. 21.459. NO SHAREHOLDER VOTE REQUIREMENT FOR CERTAIN FUNDAMENTAL BUSINESS TRANSACTIONS.


Tex. Business Organizations Code § 21.460

Tex. Business Organizations Code Sec. 21.460. RIGHTS OF DISSENT AND APPRAISAL. A shareholder of a domestic corporation has the rights of dissent and appraisal under Subchapter H, Chapter 10, with respect to a fundamental business transaction.


Tex. Business Organizations Code § 21.461

Tex. Business Organizations Code Sec. 21.461. PLEDGE, MORTGAGE, DEED OF TRUST, OR TRUST INDENTURE. Except as provided by the corporation's certificate of formation:


Tex. Business Organizations Code § 21.462

Tex. Business Organizations Code Sec. 21.462. CONVEYANCE BY CORPORATION. A corporation may convey real property of the corporation when authorized by appropriate resolution of the board of directors.


Tex. Business Organizations Code § 21.501

Tex. Business Organizations Code Sec. 21.501. APPROVAL OF VOLUNTARY WINDING UP, REINSTATEMENT, OR REVOCATION OF VOLUNTARY WINDING UP. A corporation must approve a voluntary winding up in accordance with Chapter 11, a reinstatement in accordance with Section 11.202, a cancellation of an event requiring winding up under Section 11.152(a), or revocation of a voluntary decision to wind up in accordance with Section 11.151 by complying with one of the procedures prescribed by this subchapter.


Tex. Business Organizations Code § 21.502

Tex. Business Organizations Code Sec. 21.502. CERTAIN PROCEDURES RELATING TO WINDING UP. To approve a voluntary winding up, a reinstatement, a cancellation of an event requiring winding up, or a revocation of a voluntary decision to wind up, a corporation must follow one of the following procedures:


Tex. Business Organizations Code § 21.503

Tex. Business Organizations Code Sec. 21.503. MEETING OF SHAREHOLDERS; NOTICE.


Tex. Business Organizations Code § 21.504

Tex. Business Organizations Code Sec. 21.504. RESPONSIBILITY FOR WINDING UP. If a corporation determines or is required to wind up, the directors of the corporation shall manage the process of winding up the business or affairs of the corporation.


Tex. Business Organizations Code § 21.551

Tex. Business Organizations Code Sec. 21.551. DEFINITIONS. In this subchapter:


Tex. Business Organizations Code § 21.552

Tex. Business Organizations Code Sec. 21.552. STANDING TO BRING PROCEEDING.


Tex. Business Organizations Code § 21.553

Tex. Business Organizations Code Sec. 21.553. DEMAND.


Tex. Business Organizations Code § 21.554

Tex. Business Organizations Code Sec. 21.554. DETERMINATION BY DIRECTORS OR INDEPENDENT PERSONS.


Tex. Business Organizations Code § 21.555

Tex. Business Organizations Code Sec. 21.555. STAY OF PROCEEDING.


Tex. Business Organizations Code § 21.556

Tex. Business Organizations Code Sec. 21.556. DISCOVERY.


Tex. Business Organizations Code § 21.557

Tex. Business Organizations Code Sec. 21.557. TOLLING OF STATUTE OF LIMITATIONS. A written demand filed with the corporation under Section 21.553 tolls the statute of limitations on the claim on which demand is made until the later of:


Tex. Business Organizations Code § 21.558

Tex. Business Organizations Code Sec. 21.558. DISMISSAL OF DERIVATIVE PROCEEDING.


Tex. Business Organizations Code § 21.559

Tex. Business Organizations Code Sec. 21.559. ALLEGATIONS AFTER DEMAND REJECTED. If a derivative proceeding is instituted after a demand is rejected, the petition must allege with particularity facts that establish that the rejection was not made in accordance with the requirements and standards under Sections 21.554 and 21.558.


Tex. Business Organizations Code § 21.560

Tex. Business Organizations Code Sec. 21.560. DISCONTINUANCE OR SETTLEMENT.


Tex. Business Organizations Code § 21.561

Tex. Business Organizations Code Sec. 21.561. PAYMENT OF EXPENSES.


Tex. Business Organizations Code § 21.562

Tex. Business Organizations Code Sec. 21.562. APPLICATION TO FOREIGN CORPORATIONS.


Tex. Business Organizations Code § 21.563

Tex. Business Organizations Code Sec. 21.563. CLOSELY HELD CORPORATION.


Tex. Business Organizations Code § 21.601

Tex. Business Organizations Code Sec. 21.601. DEFINITIONS. In this subchapter:


Tex. Business Organizations Code § 21.602

Tex. Business Organizations Code Sec. 21.602. AFFILIATED SHAREHOLDER.


Tex. Business Organizations Code § 21.603

Tex. Business Organizations Code Sec. 21.603. BENEFICIAL OWNER OF SHARES OR OTHER SECURITIES.


Tex. Business Organizations Code § 21.604

Tex. Business Organizations Code Sec. 21.604. BUSINESS COMBINATION. A business combination is:


Tex. Business Organizations Code § 21.605

Tex. Business Organizations Code Sec. 21.605. CONTROL.


Tex. Business Organizations Code § 21.606

Tex. Business Organizations Code Sec. 21.606. THREE-YEAR MORATORIUM ON CERTAIN BUSINESS COMBINATIONS. An issuing public corporation may not, directly or indirectly, enter into or engage in a business combination with an affiliated shareholder, or any affiliate or associate of the affiliated shareholder, during the three-year period immediately following the affiliated shareholder's share acquisition date unless:


Tex. Business Organizations Code § 21.607

Tex. Business Organizations Code Sec. 21.607. APPLICATION OF MORATORIUM. Section 21.606 does not apply to:


Tex. Business Organizations Code § 21.608

Tex. Business Organizations Code Sec. 21.608. EFFECT ON OTHER ACTIONS.


Tex. Business Organizations Code § 21.609

Tex. Business Organizations Code Sec. 21.609. CONFLICTING PROVISIONS. If this subchapter conflicts with another provision of this code, this subchapter controls.


Tex. Business Organizations Code § 21.610

Tex. Business Organizations Code Sec. 21.610. CHANGE IN VOTING REQUIREMENTS. The affirmative vote or concurrence of shareholders required for approval of an action that is required to be submitted to a vote of the shareholders under this subchapter may be increased but not decreased under Section 21.365.


Tex. Business Organizations Code § 21.651

Tex. Business Organizations Code Sec. 21.651. DEFINITION. In this subchapter, "investment company" means a corporation registered as an open-end company under the Investment Company Act.


Tex. Business Organizations Code § 21.652

Tex. Business Organizations Code Sec. 21.652. ESTABLISHING CLASS OR SERIES OF SHARES; CHANGE IN NUMBER OF SHARES.


Tex. Business Organizations Code § 21.653

Tex. Business Organizations Code Sec. 21.653. REQUIRED STATEMENT RELATING TO SHARES.


Tex. Business Organizations Code § 21.654

Tex. Business Organizations Code Sec. 21.654. TERM OF OFFICE OF DIRECTORS. Unless the director resigns or is removed in accordance with the certificate of formation or bylaws of the investment company, a director of an investment company shall serve as director for the term for which the director is elected and holds office until a successor is elected and qualifies.


Tex. Business Organizations Code § 21.655

Tex. Business Organizations Code Sec. 21.655. MEETINGS OF SHAREHOLDERS.


Tex. Business Organizations Code § 21.701

Tex. Business Organizations Code Sec. 21.701. DEFINITIONS. In this subchapter and Subchapter P:


Tex. Business Organizations Code § 21.702

Tex. Business Organizations Code Sec. 21.702. APPLICABILITY OF SUBCHAPTER.


Tex. Business Organizations Code § 21.703

Tex. Business Organizations Code Sec. 21.703. FORMATION OF CLOSE CORPORATION. A close corporation shall be formed in accordance with Chapter 3.


Tex. Business Organizations Code § 21.704

Tex. Business Organizations Code Sec. 21.704. BYLAWS OF CLOSE CORPORATION.


Tex. Business Organizations Code § 21.705

Tex. Business Organizations Code Sec. 21.705. ADOPTION OF AMENDMENT FOR CLOSE CORPORATION STATUS.


Tex. Business Organizations Code § 21.706

Tex. Business Organizations Code Sec. 21.706. ADOPTION OF CLOSE CORPORATION STATUS THROUGH MERGER, EXCHANGE, OR CONVERSION.


Tex. Business Organizations Code § 21.707

Tex. Business Organizations Code Sec. 21.707. EXISTING CLOSE CORPORATION.


Tex. Business Organizations Code § 21.708

Tex. Business Organizations Code Sec. 21.708. TERMINATION OF CLOSE CORPORATION STATUS. A close corporation may terminate its status as a close corporation by:


Tex. Business Organizations Code § 21.709

Tex. Business Organizations Code Sec. 21.709. STATEMENT TERMINATING CLOSE CORPORATION STATUS; FILING; NOTICE.


Tex. Business Organizations Code § 21.710

Tex. Business Organizations Code Sec. 21.710. EFFECT OF TERMINATION OF CLOSE CORPORATION STATUS.


Tex. Business Organizations Code § 21.711

Tex. Business Organizations Code Sec. 21.711. SHAREHOLDERS' MEETING TO ELECT DIRECTORS. A shareholders' meeting required by Section 21.710(c)(2) shall be promptly called after the termination of close corporation status takes effect. If a meeting is not called before the 31st day after the date the termination takes effect, a shareholder may call a shareholders' meeting on the provision of notice required by Section 21.353, regardless of whether the shareholder is entitled to call a shareholders' meeting or vote at the meeting. At the meeting, the shareholders shall elect the number of directors specified in the certificate of formation or bylaws of the corporation or, in the absence of any specification, three directors.


Tex. Business Organizations Code § 21.712

Tex. Business Organizations Code Sec. 21.712. TERM OF OFFICE OF DIRECTORS. A director succeeding to the management of the corporation under Section 21.710(c) shall have a term of office as set forth in Section 21.408. Until a board of directors is elected, the shareholders of the corporation shall act as the corporation's board of directors, and the business and affairs of the corporation shall be conducted under Section 21.726.


Tex. Business Organizations Code § 21.713

Tex. Business Organizations Code Sec. 21.713. MANAGEMENT. A close corporation shall be managed:


Tex. Business Organizations Code § 21.714

Tex. Business Organizations Code Sec. 21.714. SHAREHOLDERS' AGREEMENT.


Tex. Business Organizations Code § 21.715

Tex. Business Organizations Code Sec. 21.715. EXECUTION OF SHAREHOLDERS' AGREEMENT. A shareholders' agreement shall be executed:


Tex. Business Organizations Code § 21.716

Tex. Business Organizations Code Sec. 21.716. ADOPTION OF AMENDMENT OF SHAREHOLDERS' AGREEMENT. Unless otherwise provided by a shareholders' agreement, an amendment to the shareholders' agreement of a close corporation may be adopted only by the written consent of each person who would be required to execute the shareholders' agreement if it were being executed originally at the time of adoption of the amendment, regardless of whether the person has voting power in the close corporation.


Tex. Business Organizations Code § 21.717

Tex. Business Organizations Code Sec. 21.717. DELIVERY OF SHAREHOLDERS' AGREEMENT.


Tex. Business Organizations Code § 21.718

Tex. Business Organizations Code Sec. 21.718. STATEMENT OF OPERATION AS CLOSE CORPORATION.


Tex. Business Organizations Code § 21.719

Tex. Business Organizations Code Sec. 21.719. VALIDITY AND ENFORCEABILITY OF SHAREHOLDERS' AGREEMENT.


Tex. Business Organizations Code § 21.720

Tex. Business Organizations Code Sec. 21.720. PERSONS BOUND BY SHAREHOLDERS' AGREEMENT.


Tex. Business Organizations Code § 21.721

Tex. Business Organizations Code Sec. 21.721. DELIVERY OF COPY OF SHAREHOLDERS' AGREEMENT TO TRANSFEREE.


Tex. Business Organizations Code § 21.722

Tex. Business Organizations Code Sec. 21.722. EFFECT OF REQUIRED STATEMENT ON SHARE CERTIFICATE AND DELIVERY OF SHAREHOLDERS' AGREEMENT. If a certificate representing shares of a close corporation contains the statement required by Section 21.732, and a complete copy of each shareholders' agreement has been delivered as required by Section 21.717, each holder, transferee, or other person claiming an interest in the shares of the close corporation is conclusively presumed to have knowledge of a close corporation provision in effect at the time of the transfer.


Tex. Business Organizations Code § 21.723

Tex. Business Organizations Code Sec. 21.723. PARTY NOT BOUND BY SHAREHOLDERS' AGREEMENT ON CESSATION; LIABILITY.


Tex. Business Organizations Code § 21.724

Tex. Business Organizations Code Sec. 21.724. TERMINATION OF SHAREHOLDERS' AGREEMENT.


Tex. Business Organizations Code § 21.725

Tex. Business Organizations Code Sec. 21.725. CONSEQUENCES OF MANAGEMENT BY PERSONS OTHER THAN BOARD OF DIRECTORS. Sections 21.726-21.729 apply only to a close corporation the business and affairs of which are managed wholly or partly by the shareholders of the close corporation or any other person as provided by a shareholders' agreement rather than solely by a board of directors.


Tex. Business Organizations Code § 21.726

Tex. Business Organizations Code Sec. 21.726. SHAREHOLDERS CONSIDERED DIRECTORS.


Tex. Business Organizations Code § 21.727

Tex. Business Organizations Code Sec. 21.727. LIABILITY OF SHAREHOLDERS. The shareholders of a close corporation described by Section 21.725 are subject to any liability imposed on a director of a corporation by this chapter or other law for a managerial act of or omission made by the shareholders or any other person empowered to manage the business and affairs of the close corporation under a shareholders' agreement and relating to the business and affairs of the close corporation, if the action is required by law to be undertaken by the board of directors.


Tex. Business Organizations Code § 21.728

Tex. Business Organizations Code Sec. 21.728. MODE AND EFFECT OF TAKING ACTION BY SHAREHOLDERS AND OTHERS.


Tex. Business Organizations Code § 21.729

Tex. Business Organizations Code Sec. 21.729. LIMITATION OF SHAREHOLDER'S LIABILITY.


Tex. Business Organizations Code § 21.730

Tex. Business Organizations Code Sec. 21.730. LACK OF FORMALITIES; TREATMENT AS PARTNERSHIP. The failure of a close corporation under this subchapter to observe a usual formality or requirement prescribed for an ordinary corporation by this chapter relating to the exercise of corporate powers or the management of a corporation's business and affairs and the performance of a shareholders' agreement that treats the close corporation as if the corporation were a partnership or in a manner that otherwise is appropriate only among partners may not:


Tex. Business Organizations Code § 21.731

Tex. Business Organizations Code Sec. 21.731. OTHER AGREEMENTS AMONG SHAREHOLDERS PERMITTED. Sections 21.713-21.730 do not prohibit or impair any other agreement between two or more shareholders of an ordinary corporation permitted by this chapter or other law.


Tex. Business Organizations Code § 21.732

Tex. Business Organizations Code Sec. 21.732. CLOSE CORPORATION SHARE CERTIFICATES.


Tex. Business Organizations Code § 21.751

Tex. Business Organizations Code Sec. 21.751. DEFINITIONS. In this subchapter:


Tex. Business Organizations Code § 21.752

Tex. Business Organizations Code Sec. 21.752. PROCEEDINGS AUTHORIZED. In addition to any other judicial proceeding pertaining to an ordinary corporation provided for by this chapter or other law, a close corporation or shareholder may institute a proceeding in a district court in the county in which the principal office of the close corporation is located to:


Tex. Business Organizations Code § 21.753

Tex. Business Organizations Code Sec. 21.753. NOTICE; INTERVENTION.


Tex. Business Organizations Code § 21.754

Tex. Business Organizations Code Sec. 21.754. PROCEEDING NONEXCLUSIVE. Except as provided by Section 21.755, the right of a close corporation or a shareholder to institute a proceeding under Section 21.752 is in addition to another right or remedy the plaintiff is entitled to under law.


Tex. Business Organizations Code § 21.755

Tex. Business Organizations Code Sec. 21.755. UNAVAILABILITY OF JUDICIAL PROCEEDING.


Tex. Business Organizations Code § 21.756

Tex. Business Organizations Code Sec. 21.756. JUDICIAL PROCEEDING TO ENFORCE CLOSE CORPORATION PROVISION.


Tex. Business Organizations Code § 21.757

Tex. Business Organizations Code Sec. 21.757. LIQUIDATION; INVOLUNTARY WINDING UP AND TERMINATION; RECEIVERSHIP. Except as provided by Section 21.756, in a case in which a shareholder is entitled to wind up and terminate a close corporation under a shareholders' agreement, a court may not order liquidation, involuntary termination, or receivership under that section unless the court determines that any other remedy in law or equity, including appointment of a provisional director, custodian, or other type of receiver, is inadequate.


Tex. Business Organizations Code § 21.758

Tex. Business Organizations Code Sec. 21.758. APPOINTMENT OF PROVISIONAL DIRECTOR.


Tex. Business Organizations Code § 21.759

Tex. Business Organizations Code Sec. 21.759. RIGHTS AND POWERS OF PROVISIONAL DIRECTOR. A provisional director has all the rights and powers of an elected director of the close corporation, or the rights of vote or consent of a shareholder and other rights and powers of shareholders or other persons who have been empowered to manage the business and affairs of the close corporation under a shareholders' agreement with the voting power provided by court order, including the right to notice of, and to vote at, meetings of directors or shareholders.


Tex. Business Organizations Code § 21.760

Tex. Business Organizations Code Sec. 21.760. COMPENSATION OF PROVISIONAL DIRECTOR.


Tex. Business Organizations Code § 21.761

Tex. Business Organizations Code Sec. 21.761. APPOINTMENT OF CUSTODIAN.


Tex. Business Organizations Code § 21.762

Tex. Business Organizations Code Sec. 21.762. POWERS AND DUTIES OF CUSTODIAN. A person who qualifies as a custodian has all of the powers and duties and the title of a receiver appointed under Sections 11.404-11.406. The custodian shall continue the business of the close corporation and may not liquidate the affairs or distribute the assets of the close corporation, except as provided by court order or Section 21.761(a)(3).


Tex. Business Organizations Code § 21.763

Tex. Business Organizations Code Sec. 21.763. TERMINATION OF CUSTODIANSHIP. If the condition requiring the appointment of a custodian is remedied other than by liquidation or winding up and termination, the court shall terminate the custodianship immediately and management of the close corporation shall be restored to the directors or shareholders of the close corporation or to the persons empowered to manage the business and affairs of the close corporation under a shareholders' agreement.


Tex. Business Organizations Code § 21.801

Tex. Business Organizations Code Sec. 21.801. SHARES AND OTHER SECURITIES ARE PERSONAL PROPERTY. Except as otherwise provided by this code, the shares and other securities of a corporation are personal property.


Tex. Business Organizations Code § 21.802

Tex. Business Organizations Code Sec. 21.802. PENALTIES FOR LATE FILING OF CERTAIN INSTRUMENTS.


Tex. Business Organizations Code § 21.901

Tex. Business Organizations Code Sec. 21.901. DEFINITIONS. In this subchapter:


Tex. Business Organizations Code § 21.902

Tex. Business Organizations Code Sec. 21.902. RATIFICATION OF DEFECTIVE CORPORATE ACT AND PUTATIVE SHARES.


Tex. Business Organizations Code § 21.903

Tex. Business Organizations Code Sec. 21.903. RATIFICATION OF DEFECTIVE CORPORATE ACT; ADOPTION OF RESOLUTIONS.


Tex. Business Organizations Code § 21.904

Tex. Business Organizations Code Sec. 21.904. QUORUM AND VOTING REQUIREMENTS FOR ADOPTION OF RESOLUTIONS.


Tex. Business Organizations Code § 21.905

Tex. Business Organizations Code Sec. 21.905. SHAREHOLDER APPROVAL OF RATIFIED DEFECTIVE CORPORATE ACT REQUIRED; EXCEPTION. Each defective corporate act ratified under Section 21.903 must be submitted to shareholders for approval as provided by Sections 21.906 and 21.907, unless:


Tex. Business Organizations Code § 21.906

Tex. Business Organizations Code Sec. 21.906. NOTICE REQUIREMENTS FOR RATIFIED DEFECTIVE CORPORATE ACT SUBMITTED FOR SHAREHOLDER APPROVAL.


Tex. Business Organizations Code § 21.907

Tex. Business Organizations Code Sec. 21.907. SHAREHOLDER MEETING; QUORUM AND VOTING.


Tex. Business Organizations Code § 21.908

Tex. Business Organizations Code Sec. 21.908. CERTIFICATE OF VALIDATION.


Tex. Business Organizations Code § 21.909

Tex. Business Organizations Code Sec. 21.909. ADOPTION OF RESOLUTIONS; EFFECT ON DEFECTIVE CORPORATE ACT. On or after the validation effective time, unless determined otherwise in an action brought under Section 21.914 and subject to Sections 21.902(b) and 21.907(e), each defective corporate act ratified in accordance with this subchapter may not be considered ineffective, void, or voidable as a result of the failure of authorization described by the resolutions adopted under Sections 21.903 and 21.904, and the effect shall be retroactive to the time of the defective corporate act.


Tex. Business Organizations Code § 21.910

Tex. Business Organizations Code Sec. 21.910. ADOPTION OF RESOLUTIONS; EFFECT ON PUTATIVE SHARES. On or after the validation effective time, unless determined otherwise in an action brought under Section 21.914 and subject to Sections 21.902(b) and 21.907(e), each putative share or fraction of a putative share issued or purportedly issued pursuant to a defective corporate act ratified in accordance with this subchapter and described by the resolutions adopted under Sections 21.903 and 21.904 may not be considered ineffective, void, or voidable and is considered to be an identical share or fraction of a share outstanding as of the time it was purportedly issued.


Tex. Business Organizations Code § 21.911

Tex. Business Organizations Code Sec. 21.911. NOTICE TO SHAREHOLDERS FOLLOWING RATIFICATION OF DEFECTIVE CORPORATE ACT.


Tex. Business Organizations Code § 21.912

Tex. Business Organizations Code Sec. 21.912. VALID SHARES OR PUTATIVE SHARES. In the absence of actual fraud in the transaction, the judgment of the board of directors of a corporation that shares of the corporation are valid shares or putative shares is conclusive, unless otherwise determined by the district court in a proceeding brought under Section 21.914.


Tex. Business Organizations Code § 21.913

Tex. Business Organizations Code Sec. 21.913. RATIFICATION PROCEDURES OR COURT PROCEEDINGS CONCERNING VALIDATION NOT EXCLUSIVE.


Tex. Business Organizations Code § 21.914

Tex. Business Organizations Code Sec. 21.914. PROCEEDING REGARDING VALIDITY OF DEFECTIVE CORPORATE ACTS AND SHARES.


Tex. Business Organizations Code § 21.915

Tex. Business Organizations Code Sec. 21.915. EXCLUSIVE JURISDICTION. Subject to Section 1.056, the district court has exclusive jurisdiction to hear and determine any action brought under Section 21.914.


Tex. Business Organizations Code § 21.916

Tex. Business Organizations Code Sec. 21.916. SERVICE.


Tex. Business Organizations Code § 21.917

Tex. Business Organizations Code Sec. 21.917. STATUTE OF LIMITATIONS.


Tex. Business Organizations Code § 21.951

Tex. Business Organizations Code Sec. 21.951. LAW APPLICABLE TO PUBLIC BENEFIT CORPORATIONS; FORMATION.


Tex. Business Organizations Code § 21.952

Tex. Business Organizations Code Sec. 21.952. DEFINITIONS. In this subchapter:


Tex. Business Organizations Code § 21.953

Tex. Business Organizations Code Sec. 21.953. PURPOSE OF PUBLIC BENEFIT CORPORATION; NAME OF CORPORATION.


Tex. Business Organizations Code § 21.954

Tex. Business Organizations Code Sec. 21.954. CERTAIN AMENDMENTS, MERGERS, EXCHANGES, AND CONVERSIONS; VOTER APPROVAL REQUIRED.


Tex. Business Organizations Code § 21.955

Tex. Business Organizations Code Sec. 21.955. STOCK CERTIFICATES; NOTICES REGARDING UNCERTIFICATED STOCK.


Tex. Business Organizations Code § 21.956

Tex. Business Organizations Code Sec. 21.956. DUTIES OF DIRECTORS.


Tex. Business Organizations Code § 21.957

Tex. Business Organizations Code Sec. 21.957. PERIODIC STATEMENTS.


Tex. Business Organizations Code § 21.958

Tex. Business Organizations Code Sec. 21.958. DERIVATIVE SUITS.


Tex. Business Organizations Code § 21.959

Tex. Business Organizations Code Sec. 21.959. NO EFFECT ON OTHER CORPORATIONS. Except as provided by Section 21.954, this subchapter does not apply to a corporation that is not a public benefit corporation.


Tex. Business Organizations Code § 22.001

Tex. Business Organizations Code Sec. 22.001. DEFINITIONS. In this chapter:


Tex. Business Organizations Code § 22.002

Tex. Business Organizations Code Sec. 22.002. MEETINGS BY REMOTE COMMUNICATIONS TECHNOLOGY. A meeting of the members of a corporation, the board of directors of a corporation, or any committee designated by the board of directors of a corporation may be held by means of a conference telephone or similar communications equipment, another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination of those means, in accordance with Section 6.002.


Tex. Business Organizations Code § 22.051

Tex. Business Organizations Code Sec. 22.051. GENERAL PURPOSES. A nonprofit corporation may be formed for any lawful purpose or purposes not expressly prohibited under this chapter or Chapter 2, including any purpose described by Section 2.002.


Tex. Business Organizations Code § 22.052

Tex. Business Organizations Code Sec. 22.052. DENTAL HEALTH SERVICE CORPORATION.


Tex. Business Organizations Code § 22.053

Tex. Business Organizations Code Sec. 22.053. DIVIDENDS PROHIBITED. Except as provided by Section 22.054, a dividend may not be paid to, and no part of the income of a corporation may be distributed to, the corporation's members, directors, or officers.


Tex. Business Organizations Code § 22.054

Tex. Business Organizations Code Sec. 22.054. AUTHORIZED BENEFITS AND DISTRIBUTIONS. A corporation may:


Tex. Business Organizations Code § 22.055

Tex. Business Organizations Code Sec. 22.055. POWER TO ASSIST EMPLOYEE OR OFFICER.


Tex. Business Organizations Code § 22.056

Tex. Business Organizations Code Sec. 22.056. HEALTH ORGANIZATION CORPORATION.


Tex. Business Organizations Code § 22.0561

Tex. Business Organizations Code Sec. 22.0561. CORPORATIONS FORMED BY PHYSICIANS AND PHYSICIAN ASSISTANTS.


Tex. Business Organizations Code § 22.101

Tex. Business Organizations Code Sec. 22.101. INCORPORATION OF CERTAIN ORGANIZATIONS. A religious society, a charitable, benevolent, literary, or social association, or a church may incorporate as a corporation governed by this chapter with the consent of a majority of its members. Those members shall authorize the organizers to execute the certificate of formation.


Tex. Business Organizations Code § 22.102

Tex. Business Organizations Code Sec. 22.102. BYLAWS.


Tex. Business Organizations Code § 22.103

Tex. Business Organizations Code Sec. 22.103. INCONSISTENCY BETWEEN CERTIFICATE OF FORMATION AND BYLAW.


Tex. Business Organizations Code § 22.104

Tex. Business Organizations Code Sec. 22.104. ORGANIZATION MEETING.


Tex. Business Organizations Code § 22.105

Tex. Business Organizations Code Sec. 22.105. PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION BY MEMBERS HAVING VOTING RIGHTS.


Tex. Business Organizations Code § 22.106

Tex. Business Organizations Code Sec. 22.106. PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION BY MANAGING MEMBERS.


Tex. Business Organizations Code § 22.107

Tex. Business Organizations Code Sec. 22.107. PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION BY BOARD OF DIRECTORS.


Tex. Business Organizations Code § 22.108

Tex. Business Organizations Code Sec. 22.108. NUMBER OF AMENDMENTS SUBJECT TO VOTE AT MEETING. Any number of amendments to the corporation's certificate of formation may be submitted to and voted on by a corporation's members at any one meeting of the members.


Tex. Business Organizations Code § 22.109

Tex. Business Organizations Code Sec. 22.109. RESTATED CERTIFICATE OF FORMATION.


Tex. Business Organizations Code § 22.151

Tex. Business Organizations Code Sec. 22.151. MEMBERS.


Tex. Business Organizations Code § 22.152

Tex. Business Organizations Code Sec. 22.152. IMMUNITY FROM LIABILITY. The members of a corporation are not personally liable for a debt, liability, or obligation of the corporation.


Tex. Business Organizations Code § 22.153

Tex. Business Organizations Code Sec. 22.153. ANNUAL MEETING.


Tex. Business Organizations Code § 22.154

Tex. Business Organizations Code Sec. 22.154. FAILURE TO CALL ANNUAL MEETING.


Tex. Business Organizations Code § 22.155

Tex. Business Organizations Code Sec. 22.155. SPECIAL MEETINGS OF MEMBERS. A special meeting of the members of a corporation may be called by:


Tex. Business Organizations Code § 22.156

Tex. Business Organizations Code Sec. 22.156. NOTICE OF MEETING.


Tex. Business Organizations Code § 22.157

Tex. Business Organizations Code Sec. 22.157. SPECIAL BYLAWS AFFECTING NOTICE.


Tex. Business Organizations Code § 22.158

Tex. Business Organizations Code Sec. 22.158. PREPARATION AND INSPECTION OF LIST OF VOTING MEMBERS.


Tex. Business Organizations Code § 22.159

Tex. Business Organizations Code Sec. 22.159. QUORUM OF MEMBERS.


Tex. Business Organizations Code § 22.160

Tex. Business Organizations Code Sec. 22.160. VOTING OF MEMBERS.


Tex. Business Organizations Code § 22.161

Tex. Business Organizations Code Sec. 22.161. ELECTION OF DIRECTORS.


Tex. Business Organizations Code § 22.162

Tex. Business Organizations Code Sec. 22.162. GREATER VOTING REQUIREMENTS UNDER CERTIFICATE OF FORMATION. If the corporation's certificate of formation requires the vote or concurrence of a greater proportion of the members of a corporation than is required by this chapter with respect to an action to be taken by the members, the certificate of formation controls.


Tex. Business Organizations Code § 22.163

Tex. Business Organizations Code Sec. 22.163. RECORD DATE FOR DETERMINATION OF MEMBERS.


Tex. Business Organizations Code § 22.164

Tex. Business Organizations Code Sec. 22.164. VOTE REQUIRED TO APPROVE FUNDAMENTAL ACTION.


Tex. Business Organizations Code § 22.201

Tex. Business Organizations Code Sec. 22.201. MANAGEMENT BY BOARD OF DIRECTORS. Except as provided by Section 22.202, the affairs of a corporation are managed by a board of directors. The board of directors may be designated by any name appropriate to the customs, usages, or tenets of the corporation.


Tex. Business Organizations Code § 22.202

Tex. Business Organizations Code Sec. 22.202. MANAGEMENT BY MEMBERS.


Tex. Business Organizations Code § 22.203

Tex. Business Organizations Code Sec. 22.203. BOARD MEMBER ELIGIBILITY REQUIREMENTS. A director of a corporation is not required to be a resident of this state or a member of the corporation unless the certificate of formation or a bylaw of the corporation imposes that requirement. The certificate of formation or bylaws may prescribe other qualifications for directors.


Tex. Business Organizations Code § 22.204

Tex. Business Organizations Code Sec. 22.204. NUMBER OF DIRECTORS.


Tex. Business Organizations Code § 22.205

Tex. Business Organizations Code Sec. 22.205. DESIGNATION OF INITIAL BOARD OF DIRECTORS. If the corporation is to be managed by a board of directors, the certificate of formation of a corporation must state the names of the members of the initial board of directors of the corporation.


Tex. Business Organizations Code § 22.206

Tex. Business Organizations Code Sec. 22.206. ELECTION OR APPOINTMENT OF BOARD OF DIRECTORS. Directors other than the initial directors are elected, appointed, or designated in the manner provided by the certificate of formation or bylaws. If the method of election, designation, or appointment is not provided by the certificate of formation or bylaws, directors other than the initial directors are elected by the board of directors.


Tex. Business Organizations Code § 22.207

Tex. Business Organizations Code Sec. 22.207. ELECTION AND CONTROL BY CERTAIN ENTITIES.


Tex. Business Organizations Code § 22.208

Tex. Business Organizations Code Sec. 22.208. TERM OF OFFICE.


Tex. Business Organizations Code § 22.209

Tex. Business Organizations Code Sec. 22.209. CLASSIFICATION OF DIRECTORS. Directors may be divided into classes. The terms of office of the several classes are not required to be uniform.


Tex. Business Organizations Code § 22.210

Tex. Business Organizations Code Sec. 22.210. NON-DIRECTOR RIGHTS AND LIMITATIONS. The certificate of formation or bylaws of a corporation may provide that a person who is not a director is entitled to receive notice of and to attend meetings of the board of directors. By having those rights, the person does not have the authority, duties, or liabilities of a director and is not a governing person of the corporation.


Tex. Business Organizations Code § 22.211

Tex. Business Organizations Code Sec. 22.211. REMOVAL OF DIRECTOR.


Tex. Business Organizations Code § 22.2111

Tex. Business Organizations Code Sec. 22.2111. RESIGNATION OF DIRECTOR. Except as provided by the certificate of formation or bylaws, a director of a corporation may resign at any time by providing written notice to the corporation.


Tex. Business Organizations Code § 22.212

Tex. Business Organizations Code Sec. 22.212. VACANCY.


Tex. Business Organizations Code § 22.213

Tex. Business Organizations Code Sec. 22.213. QUORUM.


Tex. Business Organizations Code § 22.214

Tex. Business Organizations Code Sec. 22.214. ACTION BY DIRECTORS. The act of a majority of the directors present in person or by proxy at a meeting at which a quorum is present at the time of the act is the act of the board of directors of a corporation, unless the act of a greater number is required by the certificate of formation or bylaws of the corporation.


Tex. Business Organizations Code § 22.215

Tex. Business Organizations Code Sec. 22.215. VOTING IN PERSON OR BY PROXY. A director of a corporation may vote in person or, if authorized by the certificate of formation or bylaws of the corporation, by proxy executed in writing by the director.


Tex. Business Organizations Code § 22.216

Tex. Business Organizations Code Sec. 22.216. TERM AND REVOCABILITY OF PROXY.


Tex. Business Organizations Code § 22.217

Tex. Business Organizations Code Sec. 22.217. NOTICE OF MEETING; WAIVER OF NOTICE.


Tex. Business Organizations Code § 22.218

Tex. Business Organizations Code Sec. 22.218. MANAGEMENT COMMITTEE.


Tex. Business Organizations Code § 22.219

Tex. Business Organizations Code Sec. 22.219. OTHER COMMITTEES.


Tex. Business Organizations Code § 22.220

Tex. Business Organizations Code Sec. 22.220. ACTION WITHOUT MEETING OF DIRECTORS OR COMMITTEE.


Tex. Business Organizations Code § 22.221

Tex. Business Organizations Code Sec. 22.221. GENERAL STANDARDS FOR DIRECTORS.


Tex. Business Organizations Code § 22.222

Tex. Business Organizations Code Sec. 22.222. RELIGIOUS CORPORATION DIRECTOR'S GOOD FAITH RELIANCE ON CERTAIN INFORMATION. A director of a religious corporation, in the discharge of a duty imposed or power conferred on the director, including a duty imposed or power conferred as a committee member, may rely in good faith on information or on an opinion, report, or statement, including a financial statement or other financial data, concerning the corporation or another person that was prepared or presented by:


Tex. Business Organizations Code § 22.223

Tex. Business Organizations Code Sec. 22.223. NOT A TRUSTEE. A director of a corporation is not considered to have the duties of a trustee of a trust with respect to the corporation or with respect to property held or administered by the corporation, including property subject to restrictions imposed by the donor or transferor of the property.


Tex. Business Organizations Code § 22.224

Tex. Business Organizations Code Sec. 22.224. DELEGATION OF INVESTMENT AUTHORITY.


Tex. Business Organizations Code § 22.225

Tex. Business Organizations Code Sec. 22.225. LOAN TO DIRECTOR PROHIBITED.


Tex. Business Organizations Code § 22.226

Tex. Business Organizations Code Sec. 22.226. DIRECTOR LIABILITY FOR CERTAIN DISTRIBUTIONS OF ASSETS.


Tex. Business Organizations Code § 22.227

Tex. Business Organizations Code Sec. 22.227. DISSENT TO OR ABSTENTION FROM ACTION.


Tex. Business Organizations Code § 22.228

Tex. Business Organizations Code Sec. 22.228. RELIANCE ON WRITTEN OPINION OF ATTORNEY. A director is not liable under Section 22.226 or 22.227 if, in the exercise of ordinary care, the director acted in good faith and in reliance on the written opinion of an attorney for the corporation.


Tex. Business Organizations Code § 22.229

Tex. Business Organizations Code Sec. 22.229. RIGHT TO CONTRIBUTION. A director against whom a claim is asserted under Section 22.226 or 22.227 and who is held liable on the claim is entitled to contribution from persons who accepted or received the distribution knowing the distribution to have been made in violation of that section, in proportion to the amounts received by those persons.


Tex. Business Organizations Code § 22.230

Tex. Business Organizations Code Sec. 22.230. CONTRACTS OR TRANSACTIONS INVOLVING INTERESTED DIRECTORS, OFFICERS, AND MEMBERS.


Tex. Business Organizations Code § 22.231

Tex. Business Organizations Code Sec. 22.231. OFFICERS.


Tex. Business Organizations Code § 22.232

Tex. Business Organizations Code Sec. 22.232. ELECTION OR APPOINTMENT OF OFFICERS.


Tex. Business Organizations Code § 22.233

Tex. Business Organizations Code Sec. 22.233. APPLICATION TO CHURCH. A corporation that is a church is not required to have officers as provided by this subchapter. The duties and responsibilities of the officers may be vested in the corporation's board of directors or other designated body in any manner provided for by the certificate of formation or bylaws of the corporation.


Tex. Business Organizations Code § 22.234

Tex. Business Organizations Code Sec. 22.234. RELIGIOUS CORPORATION OFFICER'S GOOD FAITH RELIANCE ON CERTAIN INFORMATION. An officer of a religious corporation, in the discharge of a duty imposed or power conferred on the officer, may rely in good faith and with ordinary care on information or on an opinion, report, or statement, including a financial statement or other financial data, concerning the corporation or another person that was prepared or presented by:


Tex. Business Organizations Code § 22.235

Tex. Business Organizations Code Sec. 22.235. OFFICER LIABILITY.


Tex. Business Organizations Code § 22.251

Tex. Business Organizations Code Sec. 22.251. APPROVAL OF MERGER.


Tex. Business Organizations Code § 22.252

Tex. Business Organizations Code Sec. 22.252. APPROVAL OF SALE OF ALL OR SUBSTANTIALLY ALL OF ASSETS.


Tex. Business Organizations Code § 22.253

Tex. Business Organizations Code Sec. 22.253. MEETING OF MEMBERS; NOTICE.


Tex. Business Organizations Code § 22.254

Tex. Business Organizations Code Sec. 22.254. PLEDGE, MORTGAGE, DEED OF TRUST, OR TRUST INDENTURE.


Tex. Business Organizations Code § 22.255

Tex. Business Organizations Code Sec. 22.255. CONVEYANCE BY CORPORATION. A corporation may convey real property of the corporation when authorized by appropriate resolution of the board of directors or members.


Tex. Business Organizations Code § 22.256

Tex. Business Organizations Code Sec. 22.256. APPROVAL OF CONVERSION.


Tex. Business Organizations Code § 22.257

Tex. Business Organizations Code Sec. 22.257. APPROVAL OF EXCHANGE.


Tex. Business Organizations Code § 22.301

Tex. Business Organizations Code Sec. 22.301. APPROVAL OF VOLUNTARY WINDING UP, REINSTATEMENT, REVOCATION OF VOLUNTARY WINDING UP, OR DISTRIBUTION PLAN. A corporation must approve a voluntary winding up in accordance with Chapter 11, a reinstatement in accordance with Section 11.202, a cancellation of an event requiring winding up under Section 11.152(a), a revocation of a voluntary decision to wind up in accordance with Section 11.151, or a distribution plan in accordance with Section 22.305 by complying with the procedures prescribed by this subchapter.


Tex. Business Organizations Code § 22.302

Tex. Business Organizations Code Sec. 22.302. CERTAIN PROCEDURES FOR APPROVAL. To approve a voluntary winding up, a reinstatement, a cancellation of an event requiring winding up, a revocation of a voluntary decision to wind up, or a distribution plan, a corporation must follow the following procedures:


Tex. Business Organizations Code § 22.303

Tex. Business Organizations Code Sec. 22.303. MEETING OF MEMBERS; NOTICE.


Tex. Business Organizations Code § 22.304

Tex. Business Organizations Code Sec. 22.304. APPLICATION AND DISTRIBUTION OF PROPERTY.


Tex. Business Organizations Code § 22.305

Tex. Business Organizations Code Sec. 22.305. DISTRIBUTION PLAN. A plan providing for the distribution of property may be adopted by a corporation in the process of winding up, and shall be adopted by a corporation to authorize a transfer or conveyance of assets for which this chapter requires a plan of distribution, in the manner provided by this subchapter.


Tex. Business Organizations Code § 22.307

Tex. Business Organizations Code Sec. 22.307. RESPONSIBILITY FOR WINDING UP. If a corporation determines or is required to wind up, the winding up of the corporation's affairs shall be managed by:


Tex. Business Organizations Code § 22.351

Tex. Business Organizations Code Sec. 22.351. MEMBER'S RIGHT TO INSPECT BOOKS AND RECORDS. A member of a corporation, on written demand stating the purpose of the demand, is entitled to examine and copy at the member's expense, in person or by agent, accountant, or attorney, at any reasonable time and for a proper purpose, the books and records of the corporation relevant to that purpose.


Tex. Business Organizations Code § 22.352

Tex. Business Organizations Code Sec. 22.352. FINANCIAL RECORDS AND ANNUAL REPORTS.


Tex. Business Organizations Code § 22.353

Tex. Business Organizations Code Sec. 22.353. AVAILABILITY OF FINANCIAL INFORMATION FOR PUBLIC INSPECTION.


Tex. Business Organizations Code § 22.354

Tex. Business Organizations Code Sec. 22.354. FAILURE TO MAINTAIN FINANCIAL RECORD OR PREPARE ANNUAL REPORT; OFFENSE.


Tex. Business Organizations Code § 22.355

Tex. Business Organizations Code Sec. 22.355. EXEMPTIONS FROM CERTAIN REQUIREMENTS RELATING TO FINANCIAL RECORDS AND ANNUAL REPORTS. Sections 22.352, 22.353, and 22.354 do not apply to:


Tex. Business Organizations Code § 22.356

Tex. Business Organizations Code Sec. 22.356. CORPORATIONS ASSISTING STATE AGENCIES.


Tex. Business Organizations Code § 22.357

Tex. Business Organizations Code Sec. 22.357. REPORT OF DOMESTIC AND FOREIGN CORPORATIONS.


Tex. Business Organizations Code § 22.358

Tex. Business Organizations Code Sec. 22.358. NOTICE REGARDING REPORT.


Tex. Business Organizations Code § 22.359

Tex. Business Organizations Code Sec. 22.359. FILING OF REPORT. A copy of the report must be filed with the secretary of state in accordance with Chapter 4 not later than the 30th day after the date notice is mailed under Section 22.358.


Tex. Business Organizations Code § 22.360

Tex. Business Organizations Code Sec. 22.360. FAILURE TO FILE REPORT.


Tex. Business Organizations Code § 22.361

Tex. Business Organizations Code Sec. 22.361. NOTICE OF FORFEITURE. Notice of forfeiture under Section 22. 360 shall be mailed to the corporation's registered agent at the registered office or to the corporation at:


Tex. Business Organizations Code § 22.362

Tex. Business Organizations Code Sec. 22.362. EFFECT OF FORFEITURE.


Tex. Business Organizations Code § 22.363

Tex. Business Organizations Code Sec. 22.363. REVIVAL OF RIGHT TO CONDUCT AFFAIRS.


Tex. Business Organizations Code § 22.364

Tex. Business Organizations Code Sec. 22.364. FAILURE TO REVIVE; TERMINATION OR REVOCATION.


Tex. Business Organizations Code § 22.365

Tex. Business Organizations Code Sec. 22.365. REINSTATEMENT.


Tex. Business Organizations Code § 22.401

Tex. Business Organizations Code Sec. 22.401. DEFINITION. In this chapter, "church benefits board" means an organization described by Section 414(e)(3)(A), Internal Revenue Code, that:


Tex. Business Organizations Code § 22.402

Tex. Business Organizations Code Sec. 22.402. PENSIONS AND BENEFITS. When authorized by the corporation's members or as otherwise provided by law, a domestic or foreign nonprofit corporation formed for a religious purpose may provide, directly or through a separate church benefits board, for the support and payment of benefits and pensions to:


Tex. Business Organizations Code § 22.403

Tex. Business Organizations Code Sec. 22.403. CONTRIBUTIONS.


Tex. Business Organizations Code § 22.404

Tex. Business Organizations Code Sec. 22.404. POWER TO ACT AS TRUSTEE. A church benefits board may act as:


Tex. Business Organizations Code § 22.405

Tex. Business Organizations Code Sec. 22.405. DOCUMENTS AND AGREEMENTS. A church benefits board may provide to a program participant a certificate or agreement of participation, a debenture, or an indemnification agreement, as appropriate to accomplish the purposes of the board.


Tex. Business Organizations Code § 22.406

Tex. Business Organizations Code Sec. 22.406. INDEMNIFICATION. A church benefits board, or an affiliate wholly owned by the board, may agree to indemnify against damage or risk of loss:


Tex. Business Organizations Code § 22.407

Tex. Business Organizations Code Sec. 22.407. PROTECTION OF BENEFITS.


Tex. Business Organizations Code § 22.408

Tex. Business Organizations Code Sec. 22.408. ASSIGNMENT OF BENEFITS. An assignment or transfer or an attempt to make an assignment or transfer by a beneficiary of money, benefits, or other rights under a plan or program under this subchapter is void if:


Tex. Business Organizations Code § 22.409

Tex. Business Organizations Code Sec. 22.409. INSURANCE CODE NOT APPLICABLE. The Insurance Code does not apply to a church benefits board or a program, plan, benefit, or activity of the board or a person affiliated with the board.


Tex. Business Organizations Code § 22.501

Tex. Business Organizations Code Sec. 22.501. DEFINITIONS. In this subchapter:


Tex. Business Organizations Code § 22.502

Tex. Business Organizations Code Sec. 22.502. RATIFICATION OF DEFECTIVE CORPORATE ACT.


Tex. Business Organizations Code § 22.503

Tex. Business Organizations Code Sec. 22.503. RATIFICATION OF DEFECTIVE CORPORATE ACT; ADOPTION OF RESOLUTIONS.


Tex. Business Organizations Code § 22.504

Tex. Business Organizations Code Sec. 22.504. QUORUM AND VOTING REQUIREMENTS FOR ADOPTION OF RESOLUTIONS.


Tex. Business Organizations Code § 22.505

Tex. Business Organizations Code Sec. 22.505. APPROVAL OF RATIFIED DEFECTIVE CORPORATE ACT BY MEMBERS WITH VOTING RIGHTS REQUIRED; EXCEPTION. If the corporation has members with voting rights, each defective corporate act ratified under Section 22.503(a) must be submitted to such members of the corporation for approval as provided by Sections 22.506 and 22.507, unless no other provision of the corporate statute, no provision of the corporation's governing documents, and no provision of any plan or agreement to which the corporation is a party would have required approval by such members of:


Tex. Business Organizations Code § 22.506

Tex. Business Organizations Code Sec. 22.506. NOTICE REQUIREMENTS FOR RATIFIED DEFECTIVE CORPORATE ACT SUBMITTED FOR APPROVAL OF MEMBERS WITH VOTING RIGHTS.


Tex. Business Organizations Code § 22.507

Tex. Business Organizations Code Sec. 22.507. QUORUM AND VOTING FOR APPROVAL OF RATIFIED DEFECTIVE CORPORATE ACT AT MEETING OF MEMBERS WITH VOTING RIGHTS.


Tex. Business Organizations Code § 22.508

Tex. Business Organizations Code Sec. 22.508. CERTIFICATE OF VALIDATION.


Tex. Business Organizations Code § 22.509

Tex. Business Organizations Code Sec. 22.509. ADOPTION OF RESOLUTIONS; EFFECT ON DEFECTIVE CORPORATE ACT. On or after the validation effective time, unless determined otherwise in an action brought under Section 22.512 and subject to Section 22.502(b), each defective corporate act ratified in accordance with this subchapter may not be considered ineffective, void, or voidable as a result of the failure of authorization described by the resolutions adopted under Sections 22.503 and 22.504, and the effect shall be retroactive to the time of the defective corporate act.


Tex. Business Organizations Code § 22.510

Tex. Business Organizations Code Sec. 22.510. NOTICE TO MEMBERS FOLLOWING RATIFICATION OF DEFECTIVE CORPORATE ACT.


Tex. Business Organizations Code § 22.511

Tex. Business Organizations Code Sec. 22.511. RATIFICATION PROCEDURES OR COURT PROCEEDINGS CONCERNING VALIDATION NOT EXCLUSIVE.


Tex. Business Organizations Code § 22.512

Tex. Business Organizations Code Sec. 22.512. PROCEEDING REGARDING VALIDITY OF DEFECTIVE CORPORATE ACTS.


Tex. Business Organizations Code § 22.513

Tex. Business Organizations Code Sec. 22.513. EXCLUSIVE JURISDICTION. Subject to Section 1.056, the district court has exclusive jurisdiction to hear and determine any action brought under Section 22.512.


Tex. Business Organizations Code § 22.514

Tex. Business Organizations Code Sec. 22.514. SERVICE.


Tex. Business Organizations Code § 22.515

Tex. Business Organizations Code Sec. 22.515. STATUTE OF LIMITATIONS.


Tex. Business Organizations Code § 22.516

Tex. Business Organizations Code Sec. 22.516. NOTICE TO ATTORNEY GENERAL.


Tex. Business Organizations Code § 23.001

Tex. Business Organizations Code Sec. 23.001. DETERMINATION OF APPLICABLE LAW.


Tex. Business Organizations Code § 23.002

Tex. Business Organizations Code Sec. 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 and filed in accordance with Chapter 4.


Tex. Business Organizations Code § 23.003

Tex. Business Organizations Code Sec. 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 apply to the corporation.


Tex. Business Organizations Code § 23.051

Tex. Business Organizations Code Sec. 23.051. DEFINITIONS. In this subchapter:


Tex. Business Organizations Code § 23.052

Tex. Business Organizations Code Sec. 23.052. ORGANIZERS. Subject to The Securities Act (Title 12, Government Code), 25 or more persons, the majority of whom must be residents of this state, may form a business development corporation to promote, develop, and advance the prosperity and economic welfare of this state.


Tex. Business Organizations Code § 23.053

Tex. Business Organizations Code Sec. 23.053. PURPOSES.


Tex. Business Organizations Code § 23.054

Tex. Business Organizations Code Sec. 23.054. POWERS.


Tex. Business Organizations Code § 23.055

Tex. Business Organizations Code Sec. 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 662), as amended, or similar federal legislation, and may operate on a statewide basis.


Tex. Business Organizations Code § 23.056

Tex. Business Organizations Code Sec. 23.056. CERTIFICATE OF FORMATION.


Tex. Business Organizations Code § 23.057

Tex. Business Organizations Code Sec. 23.057. MANAGEMENT BY BOARD OF DIRECTORS; NUMBER OF DIRECTORS.


Tex. Business Organizations Code § 23.058

Tex. Business Organizations Code Sec. 23.058. ELECTION OR APPOINTMENT OF DIRECTORS.


Tex. Business Organizations Code § 23.059

Tex. Business Organizations Code Sec. 23.059. TERM OF OFFICE; VACANCY.


Tex. Business Organizations Code § 23.060

Tex. Business Organizations Code Sec. 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 each vacancy other than a vacancy on the board.


Tex. Business Organizations Code § 23.061

Tex. Business Organizations Code Sec. 23.061. PARTICIPATION AS OWNER.


Tex. Business Organizations Code § 23.062

Tex. Business Organizations Code Sec. 23.062. FINANCIAL INSTITUTION AS MEMBER OF CORPORATION.


Tex. Business Organizations Code § 23.063

Tex. Business Organizations Code Sec. 23.063. WITHDRAWAL OF MEMBER.


Tex. Business Organizations Code § 23.064

Tex. Business Organizations Code Sec. 23.064. POWERS OF SHAREHOLDERS AND MEMBERS. The shareholders and members of a corporation may:


Tex. Business Organizations Code § 23.065

Tex. Business Organizations Code Sec. 23.065. VOTING BY SHAREHOLDER OR MEMBER.


Tex. Business Organizations Code § 23.066

Tex. Business Organizations Code Sec. 23.066. LOAN TO CORPORATION.


Tex. Business Organizations Code § 23.067

Tex. Business Organizations Code Sec. 23.067. PROHIBITED LOAN.


Tex. Business Organizations Code § 23.068

Tex. Business Organizations Code Sec. 23.068. LOAN LIMITS.


Tex. Business Organizations Code § 23.069

Tex. Business Organizations Code Sec. 23.069. SURPLUS.


Tex. Business Organizations Code § 23.070

Tex. Business Organizations Code Sec. 23.070. DEPOSITORY.


Tex. Business Organizations Code § 23.071

Tex. Business Organizations Code Sec. 23.071. ANNUAL REPORT; PROVISION OF REQUIRED INFORMATION.


Tex. Business Organizations Code § 23.101

Tex. Business Organizations Code Sec. 23.101. FORMATION.


Tex. Business Organizations Code § 23.102

Tex. Business Organizations Code Sec. 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 applies to a corporation formed under this subchapter.


Tex. Business Organizations Code § 23.103

Tex. Business Organizations Code Sec. 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 the end of a stated number of years. If the certificate of formation does not provide for the duration of the grand body, the grand body has perpetual existence. The grand body may by its corporate name have perpetual succession of its officers and members.


Tex. Business Organizations Code § 23.104

Tex. Business Organizations Code Sec. 23.104. SUBORDINATE LODGES.


Tex. Business Organizations Code § 23.105

Tex. Business Organizations Code Sec. 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.


Tex. Business Organizations Code § 23.106

Tex. Business Organizations Code Sec. 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 franchise tax imposed by Chapter 171, Tax Code, only if the corporation is exempted by that chapter.


Tex. Business Organizations Code § 23.107

Tex. Business Organizations Code Sec. 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 and may make constitutions and bylaws to govern their affairs.


Tex. Business Organizations Code § 23.108

Tex. Business Organizations Code Sec. 23.108. AUTHORITY REGARDING PROPERTY.


Tex. Business Organizations Code § 23.109

Tex. Business Organizations Code Sec. 23.109. AUTHORITY REGARDING LOANS.


Tex. Business Organizations Code § 23.110

Tex. Business Organizations Code Sec. 23.110. WINDING UP AND TERMINATION OF SUBORDINATE BODY.


Tex. Business Organizations Code § 3.001

Tex. Business Organizations Code Sec. 3.001. FORMATION AND EXISTENCE OF FILING ENTITIES.


Tex. Business Organizations Code § 3.002

Tex. Business Organizations Code Sec. 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 applies to that entity.


Tex. Business Organizations Code § 3.003

Tex. Business Organizations Code Sec. 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 code or the Tax Code.


Tex. Business Organizations Code § 3.004

Tex. Business Organizations Code Sec. 3.004. ORGANIZERS.


Tex. Business Organizations Code § 3.005

Tex. Business Organizations Code Sec. 3.005. CERTIFICATE OF FORMATION.


Tex. Business Organizations Code § 3.006

Tex. Business Organizations Code Sec. 3.006. FILINGS IN CASE OF MERGER OR CONVERSION.


Tex. Business Organizations Code § 3.007

Tex. Business Organizations Code Sec. 3.007. SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF FOR-PROFIT OR PROFESSIONAL CORPORATION.


Tex. Business Organizations Code § 3.008

Tex. Business Organizations Code Sec. 3.008. SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF CLOSE CORPORATION.


Tex. Business Organizations Code § 3.009

Tex. Business Organizations Code Sec. 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:


Tex. Business Organizations Code § 3.010

Tex. Business Organizations Code Sec. 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:


Tex. Business Organizations Code § 3.011

Tex. Business Organizations Code Sec. 3.011. SUPPLEMENTAL PROVISIONS REGARDING CERTIFICATE OF FORMATION OF LIMITED PARTNERSHIP.


Tex. Business Organizations Code § 3.012

Tex. Business Organizations Code Sec. 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:


Tex. Business Organizations Code § 3.013

Tex. Business Organizations Code Sec. 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:


Tex. Business Organizations Code § 3.014

Tex. Business Organizations Code Sec. 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:


Tex. Business Organizations Code § 3.015

Tex. Business Organizations Code Sec. 3.015. SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF PROFESSIONAL ASSOCIATION.


Tex. Business Organizations Code § 3.051

Tex. Business Organizations Code Sec. 3.051. RIGHT TO AMEND CERTIFICATE OF FORMATION.


Tex. Business Organizations Code § 3.052

Tex. Business Organizations Code Sec. 3.052. PROCEDURES TO AMEND CERTIFICATE OF FORMATION.


Tex. Business Organizations Code § 3.053

Tex. Business Organizations Code Sec. 3.053. CERTIFICATE OF AMENDMENT. A certificate of amendment for a filing entity must state:


Tex. Business Organizations Code § 3.054

Tex. Business Organizations Code Sec. 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 of the for-profit corporation have not been issued and the certificate of amendment is adopted by the board of directors, one or more of the directors may sign the certificate of amendment on behalf of the for-profit corporation.


Tex. Business Organizations Code § 3.055

Tex. Business Organizations Code Sec. 3.055. SUPPLEMENTAL PROVISIONS FOR CERTIFICATE OF AMENDMENT OF REAL ESTATE INVESTMENT TRUST.


Tex. Business Organizations Code § 3.056

Tex. Business Organizations Code Sec. 3.056. EFFECT OF FILING OF CERTIFICATE OF AMENDMENT.


Tex. Business Organizations Code § 3.057

Tex. Business Organizations Code Sec. 3.057. RIGHT TO RESTATE CERTIFICATE OF FORMATION.


Tex. Business Organizations Code § 3.058

Tex. Business Organizations Code Sec. 3.058. PROCEDURES TO RESTATE CERTIFICATE OF FORMATION.


Tex. Business Organizations Code § 3.059

Tex. Business Organizations Code Sec. 3.059. RESTATED CERTIFICATE OF FORMATION.


Tex. Business Organizations Code § 3.060

Tex. Business Organizations Code Sec. 3.060. SUPPLEMENTAL PROVISIONS FOR RESTATED CERTIFICATE OF FORMATION FOR FOR-PROFIT CORPORATION OR PROFESSIONAL CORPORATION.


Tex. Business Organizations Code § 3.061

Tex. Business Organizations Code Sec. 3.061. SUPPLEMENTAL PROVISIONS FOR RESTATED CERTIFICATE OF FORMATION FOR NONPROFIT CORPORATION.


Tex. Business Organizations Code § 3.0611

Tex. Business Organizations Code Sec. 3.0611. SUPPLEMENTAL PROVISIONS FOR RESTATED CERTIFICATE OF FORMATION FOR LIMITED LIABILITY COMPANY.


Tex. Business Organizations Code § 3.062

Tex. Business Organizations Code Sec. 3.062. SUPPLEMENTAL PROVISIONS FOR RESTATED CERTIFICATE OF FORMATION FOR REAL ESTATE INVESTMENT TRUST.


Tex. Business Organizations Code § 3.063

Tex. Business Organizations Code Sec. 3.063. EFFECT OF FILING OF RESTATED CERTIFICATE OF FORMATION.


Tex. Business Organizations Code § 3.101

Tex. Business Organizations Code Sec. 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 domestic entity manages and directs the business and affairs of the domestic entity.


Tex. Business Organizations Code § 3.102

Tex. Business Organizations Code Sec. 3.102. RIGHTS OF GOVERNING PERSONS IN CERTAIN CASES.


Tex. Business Organizations Code § 3.103

Tex. Business Organizations Code Sec. 3.103. OFFICERS.


Tex. Business Organizations Code § 3.104

Tex. Business Organizations Code Sec. 3.104. REMOVAL OF OFFICERS.


Tex. Business Organizations Code § 3.105

Tex. Business Organizations Code Sec. 3.105. RIGHTS OF OFFICERS IN CERTAIN CASES.


Tex. Business Organizations Code § 3.106

Tex. Business Organizations Code Sec. 3.106. AUTHORIZATION OF PLANS, AGREEMENTS, INSTRUMENTS, AND OTHER DOCUMENTS.


Tex. Business Organizations Code § 3.151

Tex. Business Organizations Code Sec. 3.151. BOOKS AND RECORDS FOR ALL FILING ENTITIES.


Tex. Business Organizations Code § 3.152

Tex. Business Organizations Code Sec. 3.152. GOVERNING PERSON'S RIGHT OF INSPECTION.


Tex. Business Organizations Code § 3.153

Tex. Business Organizations Code Sec. 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 and records of the filing entity to the extent provided by the governing documents of the entity and the title of this code governing the filing entity.


Tex. Business Organizations Code § 3.201

Tex. Business Organizations Code Sec. 3.201. CERTIFICATED OR UNCERTIFICATED OWNERSHIP INTEREST; APPLICABILITY.


Tex. Business Organizations Code § 3.202

Tex. Business Organizations Code Sec. 3.202. FORM AND VALIDITY OF CERTIFICATES; ENFORCEMENT OF ENTITY'S RIGHTS.


Tex. Business Organizations Code § 3.203

Tex. Business Organizations Code Sec. 3.203. SIGNATURE REQUIREMENT.


Tex. Business Organizations Code § 3.204

Tex. Business Organizations Code Sec. 3.204. DELIVERY REQUIREMENT. A domestic entity shall deliver a certificate representing a certificated ownership interest to which the owner is entitled.


Tex. Business Organizations Code § 3.205

Tex. Business Organizations Code Sec. 3.205. NOTICE FOR UNCERTIFICATED OWNERSHIP INTEREST.


Tex. Business Organizations Code § 3.251

Tex. Business Organizations Code Sec. 3.251. DEFINITIONS. In this subchapter:


Tex. Business Organizations Code § 3.252

Tex. Business Organizations Code Sec. 3.252. PROVISIONS IN GOVERNING DOCUMENTS.


Tex. Business Organizations Code § 3.2535

Tex. Business Organizations Code Sec. 3.2535. ACTIONS DURING EMERGENCY PERIOD.


Tex. Business Organizations Code § 3.255

Tex. Business Organizations Code Sec. 3.255. EFFECT OF EMERGENCY ACTION. An emergency action taken by the governing persons of a domestic entity in accordance with the entity's governing documents or Section 3.2535, if taken in good faith and based on the reasonable belief that the emergency action was in the entity's best interest:


Tex. Business Organizations Code § 4.001

Tex. Business Organizations Code Sec. 4.001. SIGNATURE AND DELIVERY.


Tex. Business Organizations Code § 4.002

Tex. Business Organizations Code Sec. 4.002. ACTION BY SECRETARY OF STATE.


Tex. Business Organizations Code § 4.003

Tex. Business Organizations Code Sec. 4.003. FILING OR ISSUANCE OF REPRODUCTION OR FACSIMILE.


Tex. Business Organizations Code § 4.004

Tex. Business Organizations Code Sec. 4.004. TIME FOR FILING. Unless this code prescribes a specific period for filing, an entity shall promptly file each filing instrument that this code requires the entity to file.


Tex. Business Organizations Code § 4.005

Tex. Business Organizations Code Sec. 4.005. CERTIFICATES AND CERTIFIED COPIES.


Tex. Business Organizations Code § 4.006

Tex. Business Organizations Code Sec. 4.006. FORMS ADOPTED BY SECRETARY OF STATE.


Tex. Business Organizations Code § 4.007

Tex. Business Organizations Code Sec. 4.007. LIABILITY FOR FALSE FILING INSTRUMENTS.


Tex. Business Organizations Code § 4.008

Tex. Business Organizations Code Sec. 4.008. OFFENSE; PENALTY.


Tex. Business Organizations Code § 4.009

Tex. Business Organizations Code Sec. 4.009. FILINGS BY REAL ESTATE INVESTMENT TRUST.


Tex. Business Organizations Code § 4.051

Tex. Business Organizations Code Sec. 4.051. GENERAL RULE. A filing instrument submitted to the secretary of state takes effect on filing, except as permitted by Section 4.052 or as provided by the provisions of this code that apply to the entity making the filing or other law.


Tex. Business Organizations Code § 4.052

Tex. Business Organizations Code Sec. 4.052. DELAYED EFFECTIVENESS OF CERTAIN FILINGS.


Tex. Business Organizations Code § 4.053

Tex. Business Organizations Code Sec. 4.053. CONDITIONS FOR DELAYED EFFECTIVENESS.


Tex. Business Organizations Code § 4.054

Tex. Business Organizations Code Sec. 4.054. DELAYED EFFECTIVENESS ON FUTURE EVENT OR FACT. A filing instrument that is to take effect on or after the occurrence of a future event or fact in accordance with Section 4.053(a)(2) and for which the statement required by Section 4.055 is filed within the prescribed time takes effect on:


Tex. Business Organizations Code § 4.055

Tex. Business Organizations Code Sec. 4.055. STATEMENT OF EVENT OR FACT. An entity that files a filing instrument that takes effect on or after the occurrence of a future event or fact in accordance with Section 4.053(a)(2) must sign and file as provided by Subchapter A, not later than the 90th day after the date the filing instrument is filed, a statement that:


Tex. Business Organizations Code § 4.056

Tex. Business Organizations Code Sec. 4.056. FAILURE TO FILE STATEMENT.


Tex. Business Organizations Code § 4.057

Tex. Business Organizations Code Sec. 4.057. ABANDONMENT BEFORE EFFECTIVENESS.


Tex. Business Organizations Code § 4.058

Tex. Business Organizations Code Sec. 4.058. DELAYED EFFECTIVENESS NOT PERMITTED. The effect of the following filing instruments may not be delayed:


Tex. Business Organizations Code § 4.059

Tex. Business Organizations Code Sec. 4.059. ACKNOWLEDGMENT OF FILING WITH DELAYED EFFECTIVENESS.


Tex. Business Organizations Code § 4.101

Tex. Business Organizations Code Sec. 4.101. CORRECTION OF FILINGS.


Tex. Business Organizations Code § 4.102

Tex. Business Organizations Code Sec. 4.102. LIMITATION ON CORRECTION OF FILINGS. A filing instrument may be corrected to contain only those statements that this code authorizes or requires to be included in the original instrument. A certificate of correction may not alter, add, or delete a statement that by its alteration, addition, or deletion would have caused the secretary of state to determine the filing instrument did not conform to this code at the time of filing.


Tex. Business Organizations Code § 4.103

Tex. Business Organizations Code Sec. 4.103. CERTIFICATE OF CORRECTION. The certificate of correction must:


Tex. Business Organizations Code § 4.104

Tex. Business Organizations Code Sec. 4.104. FILING CERTIFICATE OF CORRECTION. The certificate of correction shall be filed with and acted on by the secretary of state as provided by Subchapter A. On filing, the secretary of state shall deliver to the entity or its representative an acknowledgment of the filing.


Tex. Business Organizations Code § 4.105

Tex. Business Organizations Code Sec. 4.105. EFFECT OF CERTIFICATE OF CORRECTION.


Tex. Business Organizations Code § 4.106

Tex. Business Organizations Code Sec. 4.106. AMENDMENT OF FILINGS. A filing instrument that an entity files with the secretary of state may be amended or supplemented to the extent permitted by the provisions of this code that apply to that entity.


Tex. Business Organizations Code § 4.151

Tex. Business Organizations Code Sec. 4.151. FILING FEES: ALL ENTITIES. The secretary of state shall impose the following fees:


Tex. Business Organizations Code § 4.152

Tex. Business Organizations Code Sec. 4.152. FILING FEES: FOR-PROFIT CORPORATIONS. For a filing by or for a for-profit corporation, the secretary of state shall impose the following fees:


Tex. Business Organizations Code § 4.153

Tex. Business Organizations Code Sec. 4.153. FILING FEES: NONPROFIT CORPORATIONS. For a filing by or for a nonprofit corporation, the secretary of state shall impose the following fees:


Tex. Business Organizations Code § 4.154

Tex. Business Organizations Code Sec. 4.154. FILING FEES: LIMITED LIABILITY COMPANIES. For a filing by or for a limited liability company, the secretary of state shall impose the same fee as the filing fee for a similar instrument under Section 4.152.


Tex. Business Organizations Code § 4.155

Tex. Business Organizations Code Sec. 4.155. FILING FEES: LIMITED PARTNERSHIPS. For a filing by or for a limited partnership, the secretary of state shall impose the following fees:


Tex. Business Organizations Code § 4.156

Tex. Business Organizations Code Sec. 4.156. FILING FEES: PROFESSIONAL ASSOCIATIONS. For a filing by or for a professional association, the secretary of state shall impose the following fees:


Tex. Business Organizations Code § 4.157

Tex. Business Organizations Code Sec. 4.157. FILING FEES: PROFESSIONAL CORPORATIONS. For a filing by or for a professional corporation, the secretary of state shall impose the same fee as the filing fee for a similar instrument under Section 4.152.


Tex. Business Organizations Code § 4.158

Tex. Business Organizations Code Sec. 4.158. FILING FEES: GENERAL PARTNERSHIPS. For a filing by or for a general partnership, the secretary of state shall impose the following fees:


Tex. Business Organizations Code § 4.159

Tex. Business Organizations Code Sec. 4.159. FILING FEES: NONPROFIT ASSOCIATIONS. For a filing by or for a nonprofit association, the secretary of state shall impose the following fees:


Tex. Business Organizations Code § 4.160

Tex. Business Organizations Code Sec. 4.160. FILING FEES: FOREIGN FILING ENTITIES. For a filing by or for a foreign filing entity when no other fee has been provided, the secretary of state shall impose the same fee as the filing fee for a similar instrument under Section 4.151 or 4.152.


Tex. Business Organizations Code § 4.161

Tex. Business Organizations Code Sec. 4.161. FILING FEES: COOPERATIVE ASSOCIATIONS. For a filing by or for a cooperative association, the secretary of state shall impose the same fee as the filing fee for a similar instrument under Section 4.153.


Tex. Business Organizations Code § 4.162

Tex. Business Organizations Code Sec. 4.162. FILING FEES: REGISTERED SERIES OF LIMITED LIABILITY COMPANY.


Tex. Business Organizations Code § 5.001

Tex. Business Organizations Code Sec. 5.001. EFFECT ON RIGHTS UNDER OTHER LAW.


Tex. Business Organizations Code § 5.002

Tex. Business Organizations Code Sec. 5.002. EVIDENCE OF ESTABLISHED RIGHT TO INDISTINGUISHABLE NAME. Notwithstanding Sections 5.053, 5.102, and 5.153, the secretary of state may accept a name if the entity or person seeking acceptance of the filing instrument with the indistinguishable name delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction that establishes the entity's or person's right to the name in this state.


Tex. Business Organizations Code § 5.051

Tex. Business Organizations Code Sec. 5.051. ASSUMED NAME. A domestic entity, a protected series or registered series of a domestic limited liability company, or a foreign entity having authority to transact business in this state may transact business under an assumed name on compliance with Chapter 71, Business & Commerce Code. The requirements of this subchapter do not apply to an assumed name set forth in an assumed name certificate filed under that chapter.


Tex. Business Organizations Code § 5.052

Tex. Business Organizations Code Sec. 5.052. UNAUTHORIZED PURPOSE IN NAME PROHIBITED.


Tex. Business Organizations Code § 5.053

Tex. Business Organizations Code Sec. 5.053. DISTINGUISHABLE NAMES REQUIRED.


Tex. Business Organizations Code § 5.054

Tex. Business Organizations Code Sec. 5.054. NAME OF CORPORATION, FOREIGN CORPORATION, PROFESSIONAL CORPORATION, OR FOREIGN PROFESSIONAL CORPORATION.


Tex. Business Organizations Code § 5.055

Tex. Business Organizations Code Sec. 5.055. NAME OF LIMITED PARTNERSHIP OR FOREIGN LIMITED PARTNERSHIP.


Tex. Business Organizations Code § 5.056

Tex. Business Organizations Code Sec. 5.056. NAME OF LIMITED LIABILITY COMPANY OR FOREIGN LIMITED LIABILITY COMPANY.


Tex. Business Organizations Code § 5.0561

Tex. Business Organizations Code Sec. 5.0561. NAME OF REGISTERED SERIES OF LIMITED LIABILITY COMPANY. The name of a registered series of a limited liability company must contain:


Tex. Business Organizations Code § 5.057

Tex. Business Organizations Code Sec. 5.057. NAME OF COOPERATIVE ASSOCIATION OR FOREIGN COOPERATIVE ASSOCIATION.


Tex. Business Organizations Code § 5.058

Tex. Business Organizations Code Sec. 5.058. NAME OF PROFESSIONAL ASSOCIATION OR FOREIGN PROFESSIONAL ASSOCIATION. The name of a professional association or foreign professional association must contain:


Tex. Business Organizations Code § 5.059

Tex. Business Organizations Code Sec. 5.059. NAME OF PROFESSIONAL LIMITED LIABILITY COMPANY OR FOREIGN PROFESSIONAL LIMITED LIABILITY COMPANY.


Tex. Business Organizations Code § 5.060

Tex. Business Organizations Code Sec. 5.060. NAME OF PROFESSIONAL ENTITY OR FOREIGN PROFESSIONAL ENTITY; CONFLICTS WITH OTHER LAW OR ETHICAL RULE. The name of a professional entity or foreign professional entity must not be contrary to a statute or regulation of this state that governs a person who provides a professional service through the professional entity or foreign professional entity, including a rule of professional ethics.


Tex. Business Organizations Code § 5.061

Tex. Business Organizations Code Sec. 5.061. NAME CONTAINING "LOTTO" OR "LOTTERY" PROHIBITED. A filing entity, a foreign filing entity, or a registered series of a domestic limited liability company may not have a name that contains the word "lotto" or "lottery."


Tex. Business Organizations Code § 5.062

Tex. Business Organizations Code Sec. 5.062. VETERANS ORGANIZATIONS; UNAUTHORIZED USE OF NAME.


Tex. Business Organizations Code § 5.063

Tex. Business Organizations Code Sec. 5.063. NAME OF LIMITED LIABILITY PARTNERSHIP.


Tex. Business Organizations Code § 5.064

Tex. Business Organizations Code Sec. 5.064. NAME FALSELY IMPLYING GOVERNMENTAL AFFILIATION PROHIBITED.


Tex. Business Organizations Code § 5.065

Tex. Business Organizations Code Sec. 5.065. FALSE IMPLICATION OF GOVERNMENTAL AFFILIATION; AUTHORITY OF SECRETARY OF STATE AND ATTORNEY GENERAL.


Tex. Business Organizations Code § 5.101

Tex. Business Organizations Code Sec. 5.101. APPLICATION FOR RESERVATION OF NAME.


Tex. Business Organizations Code § 5.102

Tex. Business Organizations Code Sec. 5.102. LIMITATION ON THE RESERVATION OF CERTAIN NAMES.


Tex. Business Organizations Code § 5.103

Tex. Business Organizations Code Sec. 5.103. ACTION ON APPLICATION. If the secretary of state determines that the name specified in the application is eligible for reservation, the secretary shall reserve that name for the exclusive use of the applicant.


Tex. Business Organizations Code § 5.104

Tex. Business Organizations Code Sec. 5.104. DURATION OF RESERVATION OF NAME. The secretary of state shall reserve the name for the applicant until the earlier of:


Tex. Business Organizations Code § 5.1041

Tex. Business Organizations Code Sec. 5.1041. PROHIBITION ON FEE FOR WITHDRAWAL OF RESERVATION OF NAME. The secretary of state may not impose a fee for the filing of a written notice of withdrawal of a reservation of name.


Tex. Business Organizations Code § 5.105

Tex. Business Organizations Code Sec. 5.105. RENEWAL OF RESERVATION. A person may renew the person's reservation of a name under this subchapter for successive 120-day periods if, during the 30-day period preceding the expiration of that reservation, the person:


Tex. Business Organizations Code § 5.106

Tex. Business Organizations Code Sec. 5.106. TRANSFER OF RESERVATION OF NAME.


Tex. Business Organizations Code § 5.151

Tex. Business Organizations Code Sec. 5.151. APPLICATION BY CERTAIN ENTITIES FOR REGISTRATION OF NAME. An organization that is authorized to do business in this state as a bank, trust company, savings association, or insurance company, or that is a foreign filing entity not registered to do business in this state under this code, may apply to register its name under this subchapter.


Tex. Business Organizations Code § 5.152

Tex. Business Organizations Code Sec. 5.152. APPLICATION FOR REGISTRATION OF NAME.


Tex. Business Organizations Code § 5.153

Tex. Business Organizations Code Sec. 5.153. LIMITATION ON THE REGISTRATION OF CERTAIN NAMES.


Tex. Business Organizations Code § 5.154

Tex. Business Organizations Code Sec. 5.154. DURATION OF REGISTRATION OF NAME. The registration of a name under this subchapter is effective until the earlier of:


Tex. Business Organizations Code § 5.155

Tex. Business Organizations Code Sec. 5.155. RENEWAL OF REGISTRATION. A person may renew the person's registration of a name under this subchapter for successive one-year periods if, during the 90-day period preceding the expiration of that registration, the person:


Tex. Business Organizations Code § 5.200

Tex. Business Organizations Code Sec. 5.200. DEFINITIONS. In this subchapter:


Tex. Business Organizations Code § 5.201

Tex. Business Organizations Code Sec. 5.201. DESIGNATION AND MAINTENANCE OF REGISTERED AGENT AND REGISTERED OFFICE.


Tex. Business Organizations Code § 5.2011

Tex. Business Organizations Code Sec. 5.2011. CONSENT TO SERVE AS REGISTERED AGENT.


Tex. Business Organizations Code § 5.202

Tex. Business Organizations Code Sec. 5.202. CHANGE BY ENTITY TO REGISTERED OFFICE OR REGISTERED AGENT.