§767. Commodity broker liquidation and forward contract merchants, commodity brokers, stockbrokers, financial institutions, financial participants, securities clearing agencies, swap participants, repo participants, and master netting agreement participants Notwithstanding any other provision of this title, the exercise of rights by a forward contract merchant, commodity broker, stockbroker, financial institution, financial participant, securities clearing agency, swap participant, repo participant, or master netting agreement participant under this title shall not affect the priority of any unsecured claim it may have after the exercise of such rights. (Added Pub. L. 109–8, title IX, §907(l), Apr. 20, 2005, 119 Stat. 181 .)


§509. Claims of codebtors


§526. Restrictions on debt relief agencies


§366. Utility service


§1222. Contents of plan


§558. Defenses of the estate The estate shall have the benefit of any defense available to the debtor as against any entity other than the estate, including statutes of limitation, statutes of frauds, usury, and other personal defenses. A waiver of any such defense by the debtor after the commencement of the case does not bind the estate. (Added Pub. L. 98–353, title III, §470(a), July 10, 1984, 98 Stat. 380 .)


§346. Special provisions related to the treatment of State and local taxes


§761. Definitions for this subchapter In this subchapter-


§762. Notice to the Commission and right to be heard


§901. Applicability of other sections of this title


§1166. Effect of subtitle IV of title 49 and of Federal, State, or local regulations Except with respect to abandonment under section 1170 of this title, or merger, modification of the financial structure of the debtor, or issuance or sale of securities under a plan, the trustee and the debtor are subject to the provisions of subtitle IV of title 49 that are applicable to railroads, and the trustee is subject to orders of any Federal, State, or local regulatory body to the same extent as the debtor would be if a petition commencing the case under this chapter had not been filed, but-


§1170. Abandonment of railroad line


§1324. Confirmation hearing


§1330. Revocation of an order of confirmation


§322. Qualification of trustee


§342. Notice


§903. Reservation of State power to control municipalities This chapter does not limit or impair the power of a State to control, by legislation or otherwise, a municipality of or in such State in the exercise of the political or governmental powers of such municipality, including expenditures for such exercise, but-


§1128. Confirmation hearing


§1208. Conversion or dismissal


§321. Eligibility to serve as trustee


§331. Interim compensation A trustee, an examiner, a debtor's attorney, or any professional person employed under section 327 or 1103 of this title may apply to the court not more than once every 120 days after an order for relief in a case under this title, or more often if the court permits, for such compensation for services rendered before the date of such an application or reimbursement for expenses incurred before such date as is provided under section 330 of this title. After notice and a hearing, the court may allow and disburse to such applicant such compensation or reimbursement. ( Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2564 .)


§556. Contractual right to liquidate, terminate, or accelerate a commodities contract or forward contract The contractual right of a commodity broker, financial participant, or forward contract merchant to cause the liquidation, termination, or acceleration of a commodity contract, as defined in section 761 of this title, or forward contract because of a condition of the kind specified in section 365(e)(1) of this title, and the right to a variation or maintenance margin payment received from a trustee with respect to open commodity contracts or forward contracts, shall not be stayed, avoided, or otherwise limited by operation of any provision of this title or by the order of a court in any proceeding under this title. As used in this section, the term "contractual right" includes a right set forth in a rule or bylaw of a derivatives clearing organization (as defined in the Commodity Exchange Act), a multilateral clearing organization (as defined in the Federal Deposit Insurance Corporation Improvement Act of 1991), a national securities exchange, a national securities association, a securities clearing agency, a contract market designated under the Commodity Exchange Act, a derivatives transaction execution facility registered under the Commodity Exchange Act, or a board of trade (as defined in the Commodity Exchange Act) or in a resolution of the governing board thereof and a right, whether or not evidenced in writing, arising under common law, under law merchant or by reason of normal business practice. (Added Pub. L. 97–222, §6(a), July 27, 1982, 96 Stat. 236 ; amended Pub. L. 101–311, title II, §205, June 25, 1990, 104 Stat. 270 ; Pub. L. 103–394, title V, §501(b)(7), Oct. 22, 1994, 108 Stat. 4143 ; Pub. L. 109–8, title IX, §§907(h), (o)(8), Apr. 20, 2005, 119 Stat. 178 , 182.)


§1227. Effect of confirmation


§1228. Discharge


§1517. Order granting recognition


§753. Stockbroker liquidation and forward contract merchants, commodity brokers, stockbrokers, financial institutions, financial participants, securities clearing agencies, swap participants, repo participants, and master netting agreement participants Notwithstanding any other provision of this title, the exercise of rights by a forward contract merchant, commodity broker, stockbroker, financial institution, financial participant, securities clearing agency, swap participant, repo participant, or master netting agreement participant under this title shall not affect the priority of any unsecured claim it may have after the exercise of such rights. (Added Pub. L. 109–8, title IX, §907(m), Apr. 20, 2005, 119 Stat. 181 .)


§1521. Relief that may be granted upon recognition


§504. Sharing of compensation


§902. Definitions for this chapter In this chapter-


§922. Automatic stay of enforcement of claims against the debtor


§1115. Property of the estate


§1207. Property of the estate


§1226. Payments


§1305. Filing and allowance of postpetition claims


§344. Self-incrimination; immunity Immunity for persons required to submit to examination, to testify, or to provide information in a case under this title may be granted under part V of title 18. ( Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2565 .)


§723. Rights of partnership trustee against general partners


§725. Disposition of certain property After the commencement of a case under this chapter, but before final distribution of property of the estate under section 726 of this title, the trustee, after notice and a hearing, shall dispose of any property in which an entity other than the estate has an interest, such as a lien, and that has not been disposed of under another section of this title. ( Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2607 ; Pub. L. 98–353, title III, §478, July 10, 1984, 98 Stat. 381 .)


§904. Limitation on jurisdiction and powers of court Notwithstanding any power of the court, unless the debtor consents or the plan so provides, the court may not, by any stay, order, or decree, in the case or otherwise, interfere with-


§1105. Termination of trustee's appointment At any time before confirmation of a plan, on request of a party in interest or the United States trustee, and after notice and a hearing, the court may terminate the trustee's appointment and restore the debtor to possession and management of the property of the estate and of the operation of the debtor's business. ( Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2628 ; Pub. L. 98–353, title III, §501, July 10, 1984, 98 Stat. 384 ; Pub. L. 99–554, title II, §223, Oct. 27, 1986, 100 Stat. 3102 .)


§1201. Stay of action against codebtor


§1202. Trustee


§1323. Modification of plan before confirmation


§1502. Definitions For the purposes of this chapter, the term-


§1508. Interpretation In interpreting this chapter, the court shall consider its international origin, and the need to promote an application of this chapter that is consistent with the application of similar statutes adopted by foreign jurisdictions. (Added Pub. L. 109–8, title VIII, §801(a), Apr. 20, 2005, 119 Stat. 137 .)


§343. Examination of the debtor The debtor shall appear and submit to examination under oath at the meeting of creditors under section 341(a) of this title. Creditors, any indenture trustee, any trustee or examiner in the case, or the United States trustee may examine the debtor. The United States trustee may administer the oath required under this section. ( Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2565 ; Pub. L. 98–353, title III, §436, July 10, 1984, 98 Stat. 370 ; Pub. L. 99–554, title II, §213, Oct. 27, 1986, 100 Stat. 3099 .)


§345. Money of estates


§743. Notice The clerk shall give the notice required by section 342 of this title to SIPC and to the Commission. ( Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2613 ; Pub. L. 99–554, title II, §283(t), Oct. 27, 1986, 100 Stat. 3118 ; Pub. L. 103–394, title V, §501(d)(27), Oct. 22, 1994, 108 Stat. 4146 .)


§1167. Collective bargaining agreements Notwithstanding section 365 of this title, neither the court nor the trustee may change the wages or working conditions of employees of the debtor established by a collective bargaining agreement that is subject to the Railway Labor Act except in accordance with section 6 of such Act. ( Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2642 ; Pub. L. 103–394, title V, §501(d)(35), Oct. 22, 1994, 108 Stat. 4146 .)


§508. Effect of distribution other than under this title If a creditor of a partnership debtor receives, from a general partner that is not a debtor in a case under chapter 7 of this title, payment of, or a transfer of property on account of, a claim that is allowed under this title and that is not secured by a lien on property of such partner, such creditor may not receive any payment under this title on account of such claim until each of the other holders of claims on account of which such holders are entitled to share equally with such creditor under this title has received payment under this title equal in value to the consideration received by such creditor from such general partner. ( Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2585 ; Pub. L. 109–8, title VIII, §802(d)(7), Apr. 20, 2005, 119 Stat. 146 .)


§527. Disclosures


§928. Post petition effect of security interest


§944. Effect of confirmation


§1221. Filing of plan The debtor shall file a plan not later than 90 days after the order for relief under this chapter, except that the court may extend such period if the need for an extension is attributable to circumstances for which the debtor should not justly be held accountable. (Added and amended Pub. L. 99–554, title II, §255, title III, §302(f), Oct. 27, 1986, 100 Stat. 3109 , 3124; Pub. L. 103–65, §§1, 2, Aug. 6, 1993, 107 Stat. 311 ; Pub. L. 105–277, div. C, title I, §149(a), Oct. 21, 1998, 112 Stat. 2681–610 ; Pub. L. 106–5, §1(1), (2), Mar. 30, 1999, 113 Stat. 9 ; Pub. L. 106–70, §1, Oct. 9, 1999, 113 Stat. 1031 ; Pub. L. 107–8, §1, May 11, 2001, 115 Stat. 10 ; Pub. L. 107–17, §1, June 26, 2001, 115 Stat. 151 ; Pub. L. 107–170, §1, May 7, 2002, 116 Stat. 133 ; Pub. L. 107–171, title X, §10814(a), May 13, 2002, 116 Stat. 532 ; Pub. L. 107–377, §2(a), Dec. 19, 2002, 116 Stat. 3115 ; Pub. L. 108–73, §2(a), Aug. 15, 2003, 117 Stat. 891 ; Pub. L. 108–369, §2(a), Oct. 25, 2004, 118 Stat. 1749 ; Pub. L. 109–8, title X, §1001(a)(1), (c), Apr. 20, 2005, 119 Stat. 185 , 186.)


§1506. Public policy exception Nothing in this chapter prevents the court from refusing to take an action governed by this chapter if the action would be manifestly contrary to the public policy of the United States. (Added Pub. L. 109–8, title VIII, §801(a), Apr. 20, 2005, 119 Stat. 136 .)


§1520. Effects of recognition of a foreign main proceeding


§347. Unclaimed property


§744. Executory contracts Notwithstanding section 365(d)(1) of this title, the trustee shall assume or reject, under section 365 of this title, any executory contract of the debtor for the purchase or sale of a security in the ordinary course of the debtor's business, within a reasonable time after the date of the order for relief, but not to exceed 30 days. If the trustee does not assume such a contract within such time, such contract is rejected. ( Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2613 ; Pub. L. 97–222, §10, July 27, 1982, 96 Stat. 238 .)


§930. Dismissal


§1171. Priority claims


§1164. Right to be heard The Board, the Department of Transportation, and any State or local commission having regulatory jurisdiction over the debtor may raise and may appear and be heard on any issue in a case under this chapter, but may not appeal from any judgment, order, or decree entered in the case. ( Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2641 ; Pub. L. 104–88, title III, §302(2), Dec. 29, 1995, 109 Stat. 943 .)


§1168. Rolling stock equipment (a)(1) The right of a secured party with a security interest in or of a lessor or conditional vendor of equipment described in paragraph (2) to take possession of such equipment in compliance with an equipment security agreement, lease, or conditional sale contract, and to enforce any of its other rights or remedies under such security agreement, lease, or conditional sale contract, to sell, lease, or otherwise retain or dispose of such equipment, is not limited or otherwise affected by any other provision of this title or by any power of the court, except that right to take possession and enforce those other rights and remedies shall be subject to section 362, if-


§1172. Contents of plan


§1203. Rights and powers of debtor Subject to such limitations as the court may prescribe, a debtor in possession shall have all the rights, other than the right to compensation under section 330, and powers, and shall perform all the functions and duties, except the duties specified in paragraphs (3) and (4) of section 1106(a), of a trustee serving in a case under chapter 11, including operating the debtor's farm or commercial fishing operation. (Added and amended Pub. L. 99–554, title II, §255, title III, §302(f), Oct. 27, 1986, 100 Stat. 3107 , 3124; Pub. L. 103–65, §1, Aug. 6, 1993, 107 Stat. 311 ; Pub. L. 105–277, div. C, title I, §149(a), Oct. 21, 1998, 112 Stat. 2681–610 ; Pub. L. 106–5, §1(1), (2), Mar. 30, 1999, 113 Stat. 9 ; Pub. L. 106–70, §1, Oct. 9, 1999, 113 Stat. 1031 ; Pub. L. 107–8, §1, May 11, 2001, 115 Stat. 10 ; Pub. L. 107–17, §1, June 26, 2001, 115 Stat. 151 ; Pub. L. 107–170, §1, May 7, 2002, 116 Stat. 133 ; Pub. L. 107–171, title X, §10814(a), May 13, 2002, 116 Stat. 532 ; Pub. L. 107–377, §2(a), Dec. 19, 2002, 116 Stat. 3115 ; Pub. L. 108–73, §2(a), Aug. 15, 2003, 117 Stat. 891 ; Pub. L. 108–369, §2(a), Oct. 25, 2004, 118 Stat. 1749 ; Pub. L. 109–8, title X, §§1001(a)(1), (c), 1007(c)(2), Apr. 20, 2005, 119 Stat. 185 , 186, 188.)


§1205. Adequate protection


§1504. Commencement of ancillary case A case under this chapter is commenced by the filing of a petition for recognition of a foreign proceeding under section 1515. (Added Pub. L. 109–8, title VIII, §801(a), Apr. 20, 2005, 119 Stat. 136 .)


§1507. Additional assistance


§1515. Application for recognition


§325. Effect of vacancy A vacancy in the office of trustee during a case does not abate any pending action or proceeding, and the successor trustee shall be substituted as a party in such action or proceeding. ( Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2562 .)


§557. Expedited determination of interests in, and abandonment or other disposition of grain assets


§705. Creditors' committee


§751. Customer name securities The trustee shall deliver any customer name security to or on behalf of the customer entitled to such security, unless such customer has a negative net equity. With the approval of the trustee, a customer may reclaim a customer name security after payment to the trustee, within such period as the trustee allows, of any claim of the debtor against such customer to the extent that such customer will not have a negative net equity after such payment. ( Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2614 .)


§921. Petition and proceedings relating to petition


§941. Filing of plan The debtor shall file a plan for the adjustment of the debtor's debts. If such a plan is not filed with the petition, the debtor shall file such a plan at such later time as the court fixes. ( Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2624 .)


§111. Nonprofit budget and credit counseling agencies; financial management instructional courses


§112. Prohibition on disclosure of name of minor children The debtor may be required to provide information regarding a minor child involved in matters under this title but may not be required to disclose in the public records in the case the name of such minor child. The debtor may be required to disclose the name of such minor child in a nonpublic record that is maintained by the court and made available by the court for examination by the United States trustee, the trustee, and the auditor (if any) serving under section 586(f) of title 28, in the case. The court, the United States trustee, the trustee, and such auditor shall not disclose the name of such minor child maintained in such nonpublic record. (Added Pub. L. 109–8, title II, §233(a), Apr. 20, 2005, 119 Stat. 74 .)


§1145. Exemption from securities laws


§1161. Inapplicability of other sections Sections 341, 343, 1102(a)(1), 1104, 1105, 1107, 1129(a)(7), and 1129(c) of this title do not apply in a case concerning a railroad. ( Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2641 .)


§1163. Appointment of trustee As soon as practicable after the order for relief the Secretary of Transportation shall submit a list of five disinterested persons that are qualified and willing to serve as trustees in the case. The United States trustee shall appoint one of such persons to serve as trustee in the case. ( Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2641 ; Pub. L. 99–554, title II, §226, Oct. 27, 1986, 100 Stat. 3102 .)


§1165. Protection of the public interest In applying sections 1166, 1167, 1169, 1170, 1171, 1172, 1173, and 1174 of this title, the court and the trustee shall consider the public interest in addition to the interests of the debtor, creditors, and equity security holders. ( Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2641 .)


§1308. Filing of prepetition tax returns


§1509. Right of direct access


§1516. Presumptions concerning recognition


§1522. Protection of creditors and other interested persons


§1528. Commencement of a case under this title after recognition of a foreign main proceeding After recognition of a foreign main proceeding, a case under another chapter of this title may be commenced only if the debtor has assets in the United States. The effects of such case shall be restricted to the assets of the debtor that are within the territorial jurisdiction of the United States and, to the extent necessary to implement cooperation and coordination under sections 1525, 1526, and 1527, to other assets of the debtor that are within the jurisdiction of the court under sections 541(a) of this title, and 1334(e) of title 28, to the extent that such other assets are not subject to the jurisdiction and control of a foreign proceeding that has been recognized under this chapter. (Added Pub. L. 109–8, title VIII, §801(a), Apr. 20, 2005, 119 Stat. 143 .)


§559. Contractual right to liquidate, terminate, or accelerate a repurchase agreement The exercise of a contractual right of a repo participant or financial participant to cause the liquidation, termination, or acceleration of a repurchase agreement because of a condition of the kind specified in section 365(e)(1) of this title shall not be stayed, avoided, or otherwise limited by operation of any provision of this title or by order of a court or administrative agency in any proceeding under this title, unless, where the debtor is a stockbroker or securities clearing agency, such order is authorized under the provisions of the Securities Investor Protection Act of 1970 or any statute administered by the Securities and Exchange Commission. In the event that a repo participant or financial participant liquidates one or more repurchase agreements with a debtor and under the terms of one or more such agreements has agreed to deliver assets subject to repurchase agreements to the debtor, any excess of the market prices received on liquidation of such assets (or if any such assets are not disposed of on the date of liquidation of such repurchase agreements, at the prices available at the time of liquidation of such repurchase agreements from a generally recognized source or the most recent closing bid quotation from such a source) over the sum of the stated repurchase prices and all expenses in connection with the liquidation of such repurchase agreements shall be deemed property of the estate, subject to the available rights of setoff. As used in this section, the term "contractual right" includes a right set forth in a rule or bylaw of a derivatives clearing organization (as defined in the Commodity Exchange Act), a multilateral clearing organization (as defined in the Federal Deposit Insurance Corporation Improvement Act of 1991), a national securities exchange, a national securities association, a securities clearing agency, a contract market designated under the Commodity Exchange Act, a derivatives transaction execution facility registered under the Commodity Exchange Act, or a board of trade (as defined in the Commodity Exchange Act) or in a resolution of the governing board thereof and a right, whether or not evidenced in writing, arising under common law, under law merchant or by reason of normal business practice. (Added Pub. L. 98–353, title III, §396(a), July 10, 1984, 98 Stat. 366 ; amended Pub. L. 103–394, title V, §501(d)(21), Oct. 22, 1994, 108 Stat. 4146 ; Pub. L. 109–8, title IX, §907(i), (o)(9), Apr. 20, 2005, 119 Stat. 178 , 182.)


§561. Contractual right to terminate, liquidate, accelerate, or offset under a master netting agreement and across contracts; proceedings under chapter 15


§703. Successor trustee


§752. Customer property


§764. Voidable transfers


§942. Modification of plan The debtor may modify the plan at any time before confirmation, but may not modify the plan so that the plan as modified fails to meet the requirements of this chapter. After the debtor files a modification, the plan as modified becomes the plan. ( Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2624 .)


§943. Confirmation


§1162. Definition In this subchapter, "Board" means the "Surface Transportation Board". (Added Pub. L. 104–88, title III, §302(1), Dec. 29, 1995, 109 Stat. 943 .)


§1169. Effect of rejection of lease of railroad line


§1173. Confirmation of plan


§1174. Liquidation On request of a party in interest and after notice and a hearing, the court may, or, if a plan has not been confirmed under section 1173 of this title before five years after the date of the order for relief, the court shall, order the trustee to cease the debtor's operation and to collect and reduce to money all of the property of the estate in the same manner as if the case were a case under chapter 7 of this title. ( Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2644 .)


§1181. Inapplicability of other sections


§1182. Definitions In this subchapter:


§1183. Trustee


§1191. Confirmation of plan


§1192. Discharge If the plan of the debtor is confirmed under section 1191(b) of this title, as soon as practicable after completion by the debtor of all payments due within the first 3 years of the plan, or such longer period not to exceed 5 years as the court may fix, unless the court approves a written waiver of discharge executed by the debtor after the order for relief under this chapter, the court shall grant the debtor a discharge of all debts provided in section 1141(d)(1)(A) of this title, and all other debts allowed under section 503 of this title and provided for in the plan, except any debt-


§1206. Sales free of interests After notice and a hearing, in addition to the authorization contained in section 363(f), the trustee in a case under this chapter may sell property under section 363(b) and (c) free and clear of any interest in such property of an entity other than the estate if the property is farmland, farm equipment, or property used to carry out a commercial fishing operation (including a commercial fishing vessel), except that the proceeds of such sale shall be subject to such interest. (Added and amended Pub. L. 99–554, title II, §255, title III, §302(f), Oct. 27, 1986, 100 Stat. 3108 , 3124; Pub. L. 103–65, §1, Aug. 6, 1993, 107 Stat. 311 ; Pub. L. 105–277, div. C, title I, §149(a), Oct. 21, 1998, 112 Stat. 2681–610 ; Pub. L. 106–5, §1(1), (2), Mar. 30, 1999, 113 Stat. 9 ; Pub. L. 106–70, §1, Oct. 9, 1999, 113 Stat. 1031 ; Pub. L. 107–8, §1, May 11, 2001, 115 Stat. 10 ; Pub. L. 107–17, §1, June 26, 2001, 115 Stat. 151 ; Pub. L. 107–170, §1, May 7, 2002, 116 Stat. 133 ; Pub. L. 107–171, title X, §10814(a), May 13, 2002, 116 Stat. 532 ; Pub. L. 107–377, §2(a), Dec. 19, 2002, 116 Stat. 3115 ; Pub. L. 108–73, §2(a), Aug. 15, 2003, 117 Stat. 891 ; Pub. L. 108–369, §2(a), Oct. 25, 2004, 118 Stat. 1749 ; Pub. L. 109–8, title X, §§1001(a)(1), (c), 1007(c)(3), Apr. 20, 2005, 119 Stat. 185 , 186, 188.)


§1224. Confirmation hearing After expedited notice, the court shall hold a hearing on confirmation of the plan. A party in interest, the trustee, or the United States trustee may object to the confirmation of the plan. Except for cause, the hearing shall be concluded not later than 45 days after the filing of the plan. (Added and amended Pub. L. 99–554, title II, §255, title III, §302(f), Oct. 27, 1986, 100 Stat. 3110 , 3124; Pub. L. 103–65, §1, Aug. 6, 1993, 107 Stat. 311 ; Pub. L. 105–277, div. C, title I, §149(a), Oct. 21, 1998, 112 Stat. 2681–610 ; Pub. L. 106–5, §1(1), (2), Mar. 30, 1999, 113 Stat. 9 ; Pub. L. 106–70, §1, Oct. 9, 1999, 113 Stat. 1031 ; Pub. L. 107–8, §1, May 11, 2001, 115 Stat. 10 ; Pub. L. 107–17, §1, June 26, 2001, 115 Stat. 151 ; Pub. L. 107–170, §1, May 7, 2002, 116 Stat. 133 ; Pub. L. 107–171, title X, §10814(a), May 13, 2002, 116 Stat. 532 ; Pub. L. 107–377, §2(a), Dec. 19, 2002, 116 Stat. 3115 ; Pub. L. 108–73, §2(a), Aug. 15, 2003, 117 Stat. 891 ; Pub. L. 108–369, §2(a), Oct. 25, 2004, 118 Stat. 1749 ; Pub. L. 109–8, title X, §1001(a)(1), (c), Apr. 20, 2005, 119 Stat. 185 , 186.)


§1229. Modification of plan after confirmation


§1230. Revocation of an order of confirmation


§1304. Debtor engaged in business


§1511. Commencement of case under section 301, 302, or 303


§1519. Relief that may be granted upon filing petition for recognition


§1523. Actions to avoid acts detrimental to creditors


§1524. Intervention by a foreign representative Upon recognition of a foreign proceeding, the foreign representative may intervene in any proceedings in a State or Federal court in the United States in which the debtor is a party. (Added Pub. L. 109–8, title VIII, §801(a), Apr. 20, 2005, 119 Stat. 142 .)


§1525. Cooperation and direct communication between the court and foreign courts or foreign representatives


§306. Limited appearance An appearance in a bankruptcy court by a foreign representative in connection with a petition or request under section 303 or 305 of this title does not submit such foreign representative to the jurisdiction of any court in the United States for any other purpose, but the bankruptcy court may condition any order under section 303 or 305 of this title on compliance by such foreign representative with the orders of such bankruptcy court. ( Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2561 ; Pub. L. 109–8, title VIII, §802(d)(5), Apr. 20, 2005, 119 Stat. 146 .)


§308. Debtor reporting requirements


§351. Disposal of patient records If a health care business commences a case under chapter 7, 9, or 11, and the trustee does not have a sufficient amount of funds to pay for the storage of patient records in the manner required under applicable Federal or State law, the following requirements shall apply:


§562. Timing of damage measurement in connection with swap agreements, securities contracts, forward contracts, commodity contracts, repurchase agreements, and master netting agreements


§747. Subordination of certain customer claims Except as provided in section 510 of this title, unless all other customer net equity claims have been paid in full, the trustee may not pay in full or pay in part, directly or indirectly, any net equity claim of a customer that was, on the date the transaction giving rise to such claim occurred-


§763. Treatment of accounts


§924. List of creditors The debtor shall file a list of creditors. ( Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2623 .)


§925. Effect of list of claims A proof of claim is deemed filed under section 501 of this title for any claim that appears in the list filed under section 924 of this title, except a claim that is listed as disputed, contingent, or unliquidated. ( Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2623 .)


§926. Avoiding powers


§946. Effect of exchange of securities before the date of the filing of the petition The exchange of a new security under the plan for a claim covered by the plan, whether such exchange occurred before or after the date of the filing of the petition, does not limit or impair the effectiveness of the plan or of any provision of this chapter. The amount and number specified in section 1126(c) of this title include the amount and number of claims formerly held by a creditor that has participated in any such exchange. ( Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2625 .)


§1116. Duties of trustee or debtor in possession in small business cases In a small business case, a trustee or the debtor in possession, in addition to the duties provided in this title and as otherwise required by law, shall-


§1143. Distribution If a plan requires presentment or surrender of a security or the performance of any other act as a condition to participation in distribution under the plan, such action shall be taken not later than five years after the date of the entry of the order of confirmation. Any entity that has not within such time presented or surrendered such entity's security or taken any such other action that the plan requires may not participate in distribution under the plan. ( Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2639 .)


§1184. Rights and powers of a debtor in possession Subject to such limitations or conditions as the court may prescribe, a debtor in possession shall have all the rights, other than the right to compensation under section 330 of this title, and powers, and shall perform all functions and duties, except the duties specified in paragraphs (2), (3), and (4) of section 1106(a) of this title, of a trustee serving in a case under this chapter, including operating the business of the debtor. (Added Pub. L. 116–54, §2(a), Aug. 23, 2019, 133 Stat. 1080 .)


§1185. Removal of debtor in possession


§1186. Property of the estate


§1187. Duties and reporting requirements of debtors


§1188. Status conference


§1189. Filing of the plan


§1190. Contents of plan A plan filed under this subchapter-


§1193. Modification of plan


§1194. Payments


§1195. Transactions with professionals Notwithstanding section 327(a) of this title, a person is not disqualified for employment under section 327 of this title, by a debtor solely because that person holds a claim of less than $10,000 that arose prior to commencement of the case. (Added Pub. L. 116–54, §2(a), Aug. 23, 2019, 133 Stat. 1084 .)


§1204. Removal of debtor as debtor in possession


§1223. Modification of plan before confirmation


§1231. Special tax provisions


§1232. Claim by a governmental unit based on the disposition of property used in a farming operation


§1503. International obligations of the United States To the extent that this chapter conflicts with an obligation of the United States arising out of any treaty or other form of agreement to which it is a party with one or more other countries, the requirements of the treaty or agreement prevail. (Added Pub. L. 109–8, title VIII, §801(a), Apr. 20, 2005, 119 Stat. 136 .)


§1505. Authorization to act in a foreign country A trustee or another entity (including an examiner) may be authorized by the court to act in a foreign country on behalf of an estate created under section 541. An entity authorized to act under this section may act in any way permitted by the applicable foreign law. (Added Pub. L. 109–8, title VIII, §801(a), Apr. 20, 2005, 119 Stat. 136 .)


§1510. Limited jurisdiction The sole fact that a foreign representative files a petition under section 1515 does not subject the foreign representative to the jurisdiction of any court in the United States for any other purpose. (Added Pub. L. 109–8, title VIII, §801(a), Apr. 20, 2005, 119 Stat. 138 .)


§1512. Participation of a foreign representative in a case under this title Upon recognition of a foreign proceeding, the foreign representative in the recognized proceeding is entitled to participate as a party in interest in a case regarding the debtor under this title. (Added Pub. L. 109–8, title VIII, §801(a), Apr. 20, 2005, 119 Stat. 138 .)


§1513. Access of foreign creditors to a case under this title


§1514. Notification to foreign creditors concerning a case under this title


§1518. Subsequent information From the time of filing the petition for recognition of a foreign proceeding, the foreign representative shall file with the court promptly a notice of change of status concerning-


§1526. Cooperation and direct communication between the trustee and foreign courts or foreign representatives


§1527. Forms of cooperation Cooperation referred to in sections 1525 and 1526 may be implemented by any appropriate means, including-


§1529. Coordination of a case under this title and a foreign proceeding If a foreign proceeding and a case under another chapter of this title are pending concurrently regarding the same debtor, the court shall seek cooperation and coordination under sections 1525, 1526, and 1527, and the following shall apply:


§1530. Coordination of more than 1 foreign proceeding In matters referred to in section 1501, with respect to more than 1 foreign proceeding regarding the debtor, the court shall seek cooperation and coordination under sections 1525, 1526, and 1527, and the following shall apply:


§1531. Presumption of insolvency based on recognition of a foreign main proceeding In the absence of evidence to the contrary, recognition of a foreign main proceeding is, for the purpose of commencing a proceeding under section 303, proof that the debtor is generally not paying its debts as such debts become due. (Added Pub. L. 109–8, title VIII, §801(a), Apr. 20, 2005, 119 Stat. 144 .)


§1532. Rule of payment in concurrent proceedings Without prejudice to secured claims or rights in rem, a creditor who has received payment with respect to its claim in a foreign proceeding pursuant to a law relating to insolvency may not receive a payment for the same claim in a case under any other chapter of this title regarding the debtor, so long as the payment to other creditors of the same class is proportionately less than the payment the creditor has already received. (Added Pub. L. 109–8, title VIII, §801(a), Apr. 20, 2005, 119 Stat. 145 .)


§332. Consumer privacy ombudsman


§333. Appointment of patient care ombudsman (a)(1) If the debtor in a case under chapter 7, 9, or 11 is a health care business, the court shall order, not later than 30 days after the commencement of the case, the appointment of an ombudsman to monitor the quality of patient care and to represent the interests of the patients of the health care business unless the court finds that the appointment of such ombudsman is not necessary for the protection of patients under the specific facts of the case. (2)(A) If the court orders the appointment of an ombudsman under paragraph (1), the United States trustee shall appoint 1 disinterested person (other than the United States trustee) to serve as such ombudsman.


§555. Contractual right to liquidate, terminate, or accelerate a securities contract The exercise of a contractual right of a stockbroker, financial institution, financial participant, or securities clearing agency to cause the liquidation, termination, or acceleration of a securities contract, as defined in section 741 of this title, because of a condition of the kind specified in section 365(e)(1) of this title shall not be stayed, avoided, or otherwise limited by operation of any provision of this title or by order of a court or administrative agency in any proceeding under this title unless such order is authorized under the provisions of the Securities Investor Protection Act of 1970 or any statute administered by the Securities and Exchange Commission. As used in this section, the term "contractual right" includes a right set forth in a rule or bylaw of a derivatives clearing organization (as defined in the Commodity Exchange Act), a multilateral clearing organization (as defined in the Federal Deposit Insurance Corporation Improvement Act of 1991), a national securities exchange, a national securities association, a securities clearing agency, a contract market designated under the Commodity Exchange Act, a derivatives transaction execution facility registered under the Commodity Exchange Act, or a board of trade (as defined in the Commodity Exchange Act), or in a resolution of the governing board thereof, and a right, whether or not in writing, arising under common law, under law merchant, or by reason of normal business practice. (Added Pub. L. 97–222, §6(a), July 27, 1982, 96 Stat. 236 ; amended Pub. L. 98–353, title III, §469, July 10, 1984, 98 Stat. 380 ; Pub. L. 103–394, title V, §501(b)(6), (d)(20), Oct. 22, 1994, 108 Stat. 4143 , 4146; Pub. L. 109–8, title IX, §907(g), (o)(7), Apr. 20, 2005, 119 Stat. 177 , 182.)


§560. Contractual right to liquidate, terminate, or accelerate a swap agreement The exercise of any contractual right of any swap participant or financial participant to cause the liquidation, termination, or acceleration of one or more swap agreements because of a condition of the kind specified in section 365(e)(1) of this title or to offset or net out any termination values or payment amounts arising under or in connection with the termination, liquidation, or acceleration of one or more swap agreements shall not be stayed, avoided, or otherwise limited by operation of any provision of this title or by order of a court or administrative agency in any proceeding under this title. As used in this section, the term "contractual right" includes a right set forth in a rule or bylaw of a derivatives clearing organization (as defined in the Commodity Exchange Act), a multilateral clearing organization (as defined in the Federal Deposit Insurance Corporation Improvement Act of 1991), a national securities exchange, a national securities association, a securities clearing agency, a contract market designated under the Commodity Exchange Act, a derivatives transaction execution facility registered under the Commodity Exchange Act, or a board of trade (as defined in the Commodity Exchange Act) or in a resolution of the governing board thereof and a right, whether or not evidenced in writing, arising under common law, under law merchant, or by reason of normal business practice. (Added Pub. L. 101–311, title I, §106(a), June 25, 1990, 104 Stat. 268 ; amended Pub. L. 109–8, title IX, §907(j), (o)(10), Apr. 20, 2005, 119 Stat. 178 , 182.)


§745. Treatment of accounts


§746. Extent of customer claims


§748. Reduction of securities to money As soon as practicable after the date of the order for relief, the trustee shall reduce to money, consistent with good market practice, all securities held as property of the estate, except for customer name securities delivered or reclaimed under section 751 of this title. ( Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2614 .)


§749. Voidable transfers


§750. Distribution of securities The trustee may not distribute a security except under section 751 of this title. ( Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2614 .)


§765. Customer instructions


§781. Definitions For purposes of this subchapter, the following definitions shall apply:


§782. Selection of trustee


§783. Additional powers of trustee


§784. Right to be heard The Board or a Federal reserve bank (in the case of a clearing bank that is a member of that bank) may raise and may appear and be heard on any issue in a case under this subchapter. (Added Pub. L. 106–554, §1(a)(5) [title I, §112(c)(5)(B)], Dec. 21, 2000, 114 Stat. 2763 , 2763A-395.)


§923. Notice There shall be given notice of the commencement of a case under this chapter, notice of an order for relief under this chapter, and notice of the dismissal of a case under this chapter. Such notice shall also be published at least once a week for three successive weeks in at least one newspaper of general circulation published within the district in which the case is commenced, and in such other newspaper having a general circulation among bond dealers and bondholders as the court designates. ( Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2623 .)


§927. Limitation on recourse The holder of a claim payable solely from special revenues of the debtor under applicable nonbankruptcy law shall not be treated as having recourse against the debtor on account of such claim pursuant to section 1111(b) of this title. (Added Pub. L. 100–597, §7(2), Nov. 3, 1988, 102 Stat. 3029 .)


§929. Municipal leases A lease to a municipality shall not be treated as an executory contract or unexpired lease for the purposes of section 365 or 502(b)(6) of this title solely by reason of its being subject to termination in the event the debtor fails to appropriate rent. (Added Pub. L. 100–597, §9, Nov. 3, 1988, 102 Stat. 3030 .)


§945. Continuing jurisdiction and closing of the case


Tex. Business Organizations Code § 1.001

Tex. Business Organizations Code Sec. 1.001. PURPOSE. The purpose of this code is to make the law encompassed by this code more accessible and understandable by:


Tex. Business Organizations Code § 1.002

Tex. Business Organizations Code Sec. 1.002. DEFINITIONS. In this code:


Tex. Business Organizations Code § 1.003

Tex. Business Organizations Code Sec. 1.003. DISINTERESTED PERSON.


Tex. Business Organizations Code § 1.004

Tex. Business Organizations Code Sec. 1.004. INDEPENDENT PERSON.


Tex. Business Organizations Code § 1.005

Tex. Business Organizations Code Sec. 1.005. CONSPICUOUS INFORMATION. In this code, required information is conspicuous if the information is placed in a manner or displayed using a font that provides or should provide notice to a reasonable person affected by the information. Required information in a document is conspicuous if the font used for the information is capitalized, boldfaced, italicized, or underlined or is larger or of a different color than the remainder of the document.


Tex. Business Organizations Code § 1.006

Tex. Business Organizations Code Sec. 1.006. SYNONYMOUS TERMS. To the extent not inconsistent with the provisions of the constitution, other statutes or codes, and governing documents wherein such terms may be found, and as the context requires, in this code, any other statute or code of this state, or any governing documents:


Tex. Business Organizations Code § 1.007

Tex. Business Organizations Code Sec. 1.007. SIGNING OF DOCUMENT OR OTHER WRITING. For purposes of this code, a writing has been signed by a person when the writing includes, bears, or incorporates the person's signature. A transmission or reproduction of a writing signed by a person is considered signed by that person for purposes of this code.


Tex. Business Organizations Code § 1.008

Tex. Business Organizations Code Sec. 1.008. SHORT TITLES.


Tex. Business Organizations Code § 1.009

Tex. Business Organizations Code Sec. 1.009. DOLLARS AS MONETARY UNITS. Unless the context requires otherwise, a value or amount that is required by this code to be stated in monetary terms must be stated in United States dollars. Currency that is not specified is considered to be in United States dollars.


Tex. Business Organizations Code § 1.051

Tex. Business Organizations Code Sec. 1.051. CONSTRUCTION OF CODE. Chapter 311, Government Code (Code Construction Act), applies to the construction of each provision in this code except as otherwise expressly provided by this code.


Tex. Business Organizations Code § 1.052

Tex. Business Organizations Code Sec. 1.052. REFERENCE IN LAW TO STATUTE REVISED BY CODE. A reference in a law to a statute or a part of a statute revised by this code is considered to be a reference to the part of this code that revises that statute or part of that statute.


Tex. Business Organizations Code § 1.053

Tex. Business Organizations Code Sec. 1.053. APPLICABILITY TO FOREIGN AND INTERSTATE AFFAIRS. This code applies to the conduct of affairs with foreign countries and the other states of the United States only to the extent permitted under the United States Constitution.


Tex. Business Organizations Code § 1.054

Tex. Business Organizations Code Sec. 1.054. RESERVATION OF POWER. The legislature at all times has the power to amend, repeal, or modify this code and to prescribe regulations, provisions, and limitations as the legislature considers advisable. The regulations, provisions, and limitations are binding on any entity subject to this code.


Tex. Business Organizations Code § 1.055

Tex. Business Organizations Code Sec. 1.055. DOCTRINE OF INDEPENDENT LEGAL SIGNIFICANCE. An action validly taken under a provision of this code may not be considered invalid because the action is identical or similar in substance to an action that could have been taken under another provision of this code but fails to satisfy one or more requirements prescribed by that other provision.


Tex. Business Organizations Code § 1.056

Tex. Business Organizations Code Sec. 1.056. LAWS GOVERNING FORMATION, INTERNAL AFFAIRS, AND GOVERNANCE OF DOMESTIC ENTITY. The managerial officials of a domestic entity, in exercising their powers with respect to the domestic entity, may consider the laws and judicial decisions of other states and the practices observed by entities formed in those other states. The failure or refusal of a managerial official to consider, or to conform the exercise of the managerial official's powers to, the laws, judicial decisions, or practices of another state does not constitute or imply a breach of this code or of any duty existing under the laws of this state.


Tex. Business Organizations Code § 1.057

Tex. Business Organizations Code Sec. 1.057. LAWS GOVERNING FORMATION, INTERNAL AFFAIRS, AND GOVERNANCE OF DOMESTIC ENTITY.


Tex. Business Organizations Code § 1.101

Tex. Business Organizations Code Sec. 1.101. DOMESTIC FILING ENTITIES. The law of this state governs the formation and internal affairs of an entity if the entity's formation occurs when a certificate of formation filed in accordance with Chapter 4 takes effect.


Tex. Business Organizations Code § 1.102

Tex. Business Organizations Code Sec. 1.102. FOREIGN FILING ENTITIES. If the formation of an entity occurs when a certificate of formation or similar instrument filed with a foreign governmental authority takes effect, the law of the state or other jurisdiction in which that foreign governmental authority is located governs the formation and internal affairs of the entity.


Tex. Business Organizations Code § 1.103

Tex. Business Organizations Code Sec. 1.103. ENTITIES NOT FORMED BY FILING INSTRUMENT. If the formation of an entity does not occur when a certificate of formation or similar instrument filed with the secretary of state or with a foreign governmental authority takes effect, the law governing the entity's formation and internal affairs is the law of the entity's jurisdiction of formation.


Tex. Business Organizations Code § 1.104

Tex. Business Organizations Code Sec. 1.104. LAW APPLICABLE TO LIABILITY. The law of the jurisdiction that governs an entity as determined under Sections 1.101-1.103 applies to the liability of an owner, a member, or a managerial official of the entity in the capacity as an owner, a member, or a managerial official for an obligation, including a debt or other liability, of the entity for which the owner, member, or managerial official is not otherwise liable by contract or under provisions of law other than this code.


Tex. Business Organizations Code § 1.105

Tex. Business Organizations Code Sec. 1.105. INTERNAL AFFAIRS. For purposes of this code, the internal affairs of an entity include:


Tex. Business Organizations Code § 1.106

Tex. Business Organizations Code Sec. 1.106. ORDER OF PRECEDENCE.


Tex. Business Organizations Code § 10.001

Tex. Business Organizations Code Sec. 10.001. ADOPTION OF PLAN OF MERGER.


Tex. Business Organizations Code § 10.002

Tex. Business Organizations Code Sec. 10.002. PLAN OF MERGER: REQUIRED PROVISIONS.


Tex. Business Organizations Code § 10.003

Tex. Business Organizations Code Sec. 10.003. CONTENTS OF PLAN OF MERGER: MORE THAN ONE SUCCESSOR. If more than one organization is to survive or to be created by the plan of merger, the plan of merger must include:


Tex. Business Organizations Code § 10.004

Tex. Business Organizations Code Sec. 10.004. PLAN OF MERGER: PERMISSIVE PROVISIONS.


Tex. Business Organizations Code § 10.005

Tex. Business Organizations Code Sec. 10.005. CREATION OF HOLDING COMPANY BY MERGER.


Tex. Business Organizations Code § 10.006

Tex. Business Organizations Code Sec. 10.006. SHORT FORM MERGER.


Tex. Business Organizations Code § 10.007

Tex. Business Organizations Code Sec. 10.007. EFFECTIVENESS OF MERGER. Except as otherwise provided by Subchapter B, Chapter 4, a merger takes effect at the time provided by the plan of merger, except that a merger that requires a filing under Subchapter D takes effect on the acceptance of the filing of the certificate of merger by the secretary of state or county clerk, as appropriate.


Tex. Business Organizations Code § 10.008

Tex. Business Organizations Code Sec. 10.008. EFFECT OF MERGER.


Tex. Business Organizations Code § 10.009

Tex. Business Organizations Code Sec. 10.009. SPECIAL PROVISIONS APPLYING TO PARTNERSHIP MERGERS.


Tex. Business Organizations Code § 10.010

Tex. Business Organizations Code Sec. 10.010. SPECIAL PROVISIONS APPLYING TO NONPROFIT CORPORATION AND NONPROFIT ASSOCIATION MERGERS.


Tex. Business Organizations Code § 10.051

Tex. Business Organizations Code Sec. 10.051. INTEREST EXCHANGES.


Tex. Business Organizations Code § 10.052

Tex. Business Organizations Code Sec. 10.052. PLAN OF EXCHANGE: REQUIRED PROVISIONS.


Tex. Business Organizations Code § 10.053

Tex. Business Organizations Code Sec. 10.053. PLAN OF EXCHANGE: PERMISSIVE PROVISIONS.


Tex. Business Organizations Code § 10.054

Tex. Business Organizations Code Sec. 10.054. EFFECTIVENESS OF EXCHANGE. Except as otherwise provided by Subchapter B, Chapter 4, an interest exchange takes effect at the time provided in the plan of exchange or otherwise agreed to by the parties, except that an interest exchange that requires a filing under Subchapter D takes effect on the acceptance of the filing of the certificate of exchange by the secretary of state or county clerk, as appropriate.


Tex. Business Organizations Code § 10.055

Tex. Business Organizations Code Sec. 10.055. GENERAL EFFECT OF INTEREST EXCHANGE. When an interest exchange takes effect:


Tex. Business Organizations Code § 10.056

Tex. Business Organizations Code Sec. 10.056. SPECIAL PROVISIONS APPLYING TO PARTNERSHIPS. To effect an interest exchange:


Tex. Business Organizations Code § 10.101

Tex. Business Organizations Code Sec. 10.101. CONVERSION OF DOMESTIC ENTITIES.


Tex. Business Organizations Code § 10.102

Tex. Business Organizations Code Sec. 10.102. CONVERSION OF NON-CODE ORGANIZATIONS.


Tex. Business Organizations Code § 10.1025

Tex. Business Organizations Code Sec. 10.1025. CONVERSION AND CONTINUANCE.


Tex. Business Organizations Code § 10.103

Tex. Business Organizations Code Sec. 10.103. PLAN OF CONVERSION: REQUIRED PROVISIONS.


Tex. Business Organizations Code § 10.104

Tex. Business Organizations Code Sec. 10.104. PLAN OF CONVERSION: PERMISSIVE PROVISIONS.


Tex. Business Organizations Code § 10.105

Tex. Business Organizations Code Sec. 10.105. EFFECTIVENESS OF CONVERSION. Except as otherwise provided by Subchapter B, Chapter 4, a conversion takes effect at the time provided by the plan of conversion, except that a conversion that requires a filing under Subchapter D takes effect on the acceptance of the filing of the certificate of conversion by the filing officer.


Tex. Business Organizations Code § 10.106

Tex. Business Organizations Code Sec. 10.106. GENERAL EFFECT OF CONVERSION. When a conversion takes effect:


Tex. Business Organizations Code § 10.107

Tex. Business Organizations Code Sec. 10.107. SPECIAL PROVISIONS APPLYING TO PARTNERSHIP CONVERSIONS.


Tex. Business Organizations Code § 10.108

Tex. Business Organizations Code Sec. 10.108. SPECIAL PROVISIONS APPLYING TO NONPROFIT CORPORATION AND NONPROFIT ASSOCIATION CONVERSIONS. A domestic nonprofit corporation or nonprofit association may not convert into a for-profit entity.


Tex. Business Organizations Code § 10.109

Tex. Business Organizations Code Sec. 10.109. SPECIAL PROVISIONS APPLYING TO CONVERSION AND CONTINUANCE.


Tex. Business Organizations Code § 10.151

Tex. Business Organizations Code Sec. 10.151. CERTIFICATE OF MERGER AND EXCHANGE.


Tex. Business Organizations Code § 10.152

Tex. Business Organizations Code Sec. 10.152. CERTIFICATE OF MERGER: SHORT FORM MERGER.


Tex. Business Organizations Code § 10.153

Tex. Business Organizations Code Sec. 10.153. FILING OF CERTIFICATE OF MERGER OR EXCHANGE.


Tex. Business Organizations Code § 10.154

Tex. Business Organizations Code Sec. 10.154. CERTIFICATE OF CONVERSION.


Tex. Business Organizations Code § 10.155

Tex. Business Organizations Code Sec. 10.155. FILING OF CERTIFICATE OF CONVERSION.


Tex. Business Organizations Code § 10.156

Tex. Business Organizations Code Sec. 10.156. ACCEPTANCE OF CERTIFICATE FOR FILING. The filing officer may not accept a certificate of merger, exchange, or conversion for filing if:


Tex. Business Organizations Code § 10.201

Tex. Business Organizations Code Sec. 10.201. ABANDONMENT OF PLAN OF MERGER, EXCHANGE, OR CONVERSION. After a merger, interest exchange, or conversion is approved as provided by this code, and at any time before the merger, interest exchange, or conversion takes effect, the plan of merger, interest exchange, or conversion may be abandoned, subject to any contractual rights, by any of the domestic entities that are a party to the merger, interest exchange, or conversion, without action by the owners or members, under the procedures provided by the plan of merger, exchange, or conversion or, if no abandonment procedures are provided, in the manner determined by the governing authority.


Tex. Business Organizations Code § 10.202

Tex. Business Organizations Code Sec. 10.202. ABANDONMENT AFTER FILING. If a certificate of merger, exchange, or conversion has been filed, the merger, interest exchange, or conversion may be abandoned before its effectiveness in accordance with Sections 4.057 and 10.201.


Tex. Business Organizations Code § 10.203

Tex. Business Organizations Code Sec. 10.203. ABANDONMENT IF NO FILING REQUIRED.


Tex. Business Organizations Code § 10.251

Tex. Business Organizations Code Sec. 10.251. GENERAL POWER OF DOMESTIC ENTITY TO SELL, LEASE, OR CONVEY PROPERTY.


Tex. Business Organizations Code § 10.252

Tex. Business Organizations Code Sec. 10.252. NO APPROVAL REQUIRED FOR CERTAIN DISPOSITIONS OF PROPERTY. Except as otherwise provided by this code, the governing documents of the domestic entity, or specific limitations established by the governing authority, a sale, lease, assignment, conveyance, pledge, mortgage, deed of trust, trust indenture, or other transfer of an interest in real property or other property made by a domestic entity does not require the approval of the members or owners of the entity.


Tex. Business Organizations Code § 10.253

Tex. Business Organizations Code Sec. 10.253. RECORDING INSTRUMENT CONVEYING REAL PROPERTY OF DOMESTIC ENTITY.


Tex. Business Organizations Code § 10.254

Tex. Business Organizations Code Sec. 10.254. DISPOSITION OF PROPERTY NOT A MERGER OR CONVERSION; LIABILITY.


Tex. Business Organizations Code § 10.301

Tex. Business Organizations Code Sec. 10.301. REORGANIZATION UNDER BANKRUPTCY AND SIMILAR LAWS.


Tex. Business Organizations Code § 10.302

Tex. Business Organizations Code Sec. 10.302. SIGNING OF DOCUMENTS. A trustee appointed for a domestic entity being reorganized under a federal statute, the designated officers of a domestic entity being reorganized under a federal statute, or any other individual designated by a court having jurisdiction of a domestic entity being reorganized under a federal statute may sign on behalf of a domestic entity that is being reorganized:


Tex. Business Organizations Code § 10.303

Tex. Business Organizations Code Sec. 10.303. REORGANIZATION WITH OTHER ENTITIES. If a domestic entity or non-code organization that is not being reorganized under a federal statute merges or exchanges an interest with a domestic entity that is being reorganized under a plan of reorganization under a federal statute:


Tex. Business Organizations Code § 10.304

Tex. Business Organizations Code Sec. 10.304. RIGHT OF DISSENT AND APPRAISAL EXCLUDED. An owner or member of a domestic entity subject to dissenters' rights being reorganized under a federal statute does not have a right to dissent and appraisal under this code except as provided by the plan of reorganization.


Tex. Business Organizations Code § 10.305

Tex. Business Organizations Code Sec. 10.305. AFTER FINAL DECREE. This subchapter does not apply after the entry of a final decree in a reorganization case under a federal statute even though the court that renders the decree may retain jurisdiction of the case for limited purposes unrelated to consummation of the plan of reorganization.


Tex. Business Organizations Code § 10.306

Tex. Business Organizations Code Sec. 10.306. CHAPTER CUMULATIVE OF OTHER CHANGES. This chapter does not preclude other changes in a domestic entity or its ownership or membership interests or securities by a plan of reorganization ordered by a court under a federal statute.


Tex. Business Organizations Code § 10.351

Tex. Business Organizations Code Sec. 10.351. APPLICABILITY OF SUBCHAPTER.


Tex. Business Organizations Code § 10.352

Tex. Business Organizations Code Sec. 10.352. DEFINITIONS. In this subchapter:


Tex. Business Organizations Code § 10.353

Tex. Business Organizations Code Sec. 10.353. FORM AND VALIDITY OF NOTICE.


Tex. Business Organizations Code § 10.354

Tex. Business Organizations Code Sec. 10.354. RIGHTS OF DISSENT AND APPRAISAL.


Tex. Business Organizations Code § 10.355

Tex. Business Organizations Code Sec. 10.355. NOTICE OF RIGHT OF DISSENT AND APPRAISAL.


Tex. Business Organizations Code § 10.356

Tex. Business Organizations Code Sec. 10.356. PROCEDURE FOR DISSENT BY OWNERS AS TO ACTIONS; PERFECTION OF RIGHT OF DISSENT AND APPRAISAL.


Tex. Business Organizations Code § 10.357

Tex. Business Organizations Code Sec. 10.357. WITHDRAWAL OF DEMAND FOR FAIR VALUE OF OWNERSHIP INTEREST.


Tex. Business Organizations Code § 10.358

Tex. Business Organizations Code Sec. 10.358. RESPONSE BY ORGANIZATION TO NOTICE OF DISSENT AND DEMAND FOR FAIR VALUE BY DISSENTING OWNER.


Tex. Business Organizations Code § 10.359

Tex. Business Organizations Code Sec. 10.359. RECORD OF DEMAND FOR FAIR VALUE OF OWNERSHIP INTEREST.


Tex. Business Organizations Code § 10.360

Tex. Business Organizations Code Sec. 10.360. RIGHTS OF TRANSFEREE OF CERTAIN OWNERSHIP INTEREST. A transferee of an ownership interest that is the subject of a demand for payment made under Section 10.356 does not acquire additional rights with respect to the responsible organization following the transfer. The transferee has only the rights the original dissenting owner had with respect to the responsible organization after making the demand.


Tex. Business Organizations Code § 10.361

Tex. Business Organizations Code Sec. 10.361. PROCEEDING TO DETERMINE FAIR VALUE OF OWNERSHIP INTEREST AND OWNERS ENTITLED TO PAYMENT; APPOINTMENT OF APPRAISERS.


Tex. Business Organizations Code § 10.362

Tex. Business Organizations Code Sec. 10.362. COMPUTATION AND DETERMINATION OF FAIR VALUE OF OWNERSHIP INTEREST.


Tex. Business Organizations Code § 10.363

Tex. Business Organizations Code Sec. 10.363. POWERS AND DUTIES OF APPRAISER; APPRAISAL PROCEDURES.


Tex. Business Organizations Code § 10.364

Tex. Business Organizations Code Sec. 10.364. OBJECTION TO APPRAISAL; HEARING.


Tex. Business Organizations Code § 10.365

Tex. Business Organizations Code Sec. 10.365. COURT COSTS; COMPENSATION FOR APPRAISER.


Tex. Business Organizations Code § 10.366

Tex. Business Organizations Code Sec. 10.366. STATUS OF OWNERSHIP INTEREST HELD OR FORMERLY HELD BY DISSENTING OWNER.


Tex. Business Organizations Code § 10.367

Tex. Business Organizations Code Sec. 10.367. RIGHTS OF OWNERS FOLLOWING TERMINATION OF RIGHT OF DISSENT.


Tex. Business Organizations Code § 10.368

Tex. Business Organizations Code Sec. 10.368. EXCLUSIVITY OF REMEDY OF DISSENT AND APPRAISAL. In the absence of fraud in the transaction, any right of an owner of an ownership interest to dissent from an action and obtain the fair value of the ownership interest under this subchapter is the exclusive remedy for recovery of:


Tex. Business Organizations Code § 10.901

Tex. Business Organizations Code Sec. 10.901. CREDITORS; ANTITRUST. This code does not affect, nullify, or repeal the antitrust laws or abridge any right or rights of any creditor under existing laws.


Tex. Business Organizations Code § 10.902

Tex. Business Organizations Code Sec. 10.902. NONEXCLUSIVITY. This chapter does not limit the power of a domestic entity or non-code organization to acquire all or part of the ownership or membership interests of one or more classes or series of a domestic entity through a voluntary exchange or otherwise.


Tex. Business Organizations Code § 11.001

Tex. Business Organizations Code Sec. 11.001. DEFINITIONS. In this chapter:


Tex. Business Organizations Code § 11.051

Tex. Business Organizations Code Sec. 11.051. EVENT REQUIRING WINDING UP OF DOMESTIC ENTITY. Winding up of a domestic entity is required on:


Tex. Business Organizations Code § 11.052

Tex. Business Organizations Code Sec. 11.052. WINDING UP PROCEDURES.


Tex. Business Organizations Code § 11.053

Tex. Business Organizations Code Sec. 11.053. PROPERTY APPLIED TO DISCHARGE LIABILITIES AND OBLIGATIONS.


Tex. Business Organizations Code § 11.054

Tex. Business Organizations Code Sec. 11.054. COURT SUPERVISION OF WINDING UP PROCESS. Subject to the other provisions of this code, on application of a domestic entity or an owner or member of a domestic entity, a court may:


Tex. Business Organizations Code § 11.055

Tex. Business Organizations Code Sec. 11.055. COURT ACTION OR PROCEEDING DURING WINDING UP. During the winding up process, a domestic entity may continue prosecuting or defending a court action or proceeding by or against the domestic entity.


Tex. Business Organizations Code § 11.056

Tex. Business Organizations Code Sec. 11.056. SUPPLEMENTAL PROVISIONS FOR LIMITED LIABILITY COMPANY.


Tex. Business Organizations Code § 11.057

Tex. Business Organizations Code Sec. 11.057. SUPPLEMENTAL PROVISIONS FOR DOMESTIC GENERAL PARTNERSHIP.


Tex. Business Organizations Code § 11.058

Tex. Business Organizations Code Sec. 11.058. SUPPLEMENTAL PROVISION FOR LIMITED PARTNERSHIP.


Tex. Business Organizations Code § 11.059

Tex. Business Organizations Code Sec. 11.059. SUPPLEMENTAL PROVISIONS FOR CORPORATIONS. For purposes of Section 11.051(3), the event requiring the winding up, dissolution, or termination of a domestic corporation must be specified in:


Tex. Business Organizations Code § 11.101

Tex. Business Organizations Code Sec. 11.101. CERTIFICATE OF TERMINATION FOR FILING ENTITY.


Tex. Business Organizations Code § 11.102

Tex. Business Organizations Code Sec. 11.102. EFFECTIVENESS OF TERMINATION OF FILING ENTITY. Except as otherwise provided by this chapter, the existence of a filing entity terminates on the filing of a certificate of termination with the filing officer.


Tex. Business Organizations Code § 11.103

Tex. Business Organizations Code Sec. 11.103. EFFECTIVENESS OF TERMINATION OF NONFILING ENTITY. Except as otherwise provided by this chapter, the existence of a nonfiling entity terminates on the completion of the winding up of its business and affairs. Notice of the termination must be provided by the nonfiling entity in the manner provided in the governing documents of the nonfiling entity if notice of termination is required under the governing documents.


Tex. Business Organizations Code § 11.104

Tex. Business Organizations Code Sec. 11.104. ACTION BY SECRETARY OF STATE. The secretary of state shall remove from its active records a domestic filing entity whose period of duration specified in its certificate of formation has expired when the secretary of state determines that:


Tex. Business Organizations Code § 11.105

Tex. Business Organizations Code Sec. 11.105. SUPPLEMENTAL INFORMATION REQUIRED BY CERTIFICATE OF TERMINATION OF NONPROFIT CORPORATION.


Tex. Business Organizations Code § 11.151

Tex. Business Organizations Code Sec. 11.151. REVOCATION OF VOLUNTARY WINDING UP.


Tex. Business Organizations Code § 11.152

Tex. Business Organizations Code Sec. 11.152. CONTINUATION OF BUSINESS WITHOUT WINDING UP.


Tex. Business Organizations Code § 11.153

Tex. Business Organizations Code Sec. 11.153. COURT REVOCATION OF FRAUDULENT TERMINATION.


Tex. Business Organizations Code § 11.201

Tex. Business Organizations Code Sec. 11.201. CONDITIONS FOR REINSTATEMENT.


Tex. Business Organizations Code § 11.202

Tex. Business Organizations Code Sec. 11.202. PROCEDURES FOR REINSTATEMENT.


Tex. Business Organizations Code § 11.203

Tex. Business Organizations Code Sec. 11.203. USE OF DISTINGUISHABLE NAME REQUIRED. If the secretary of state determines that a filing entity's name contained in a certificate of reinstatement filed under Section 11.202 does not comply with Chapter 5, the secretary of state may not accept for filing the certificate of reinstatement unless the filing entity contemporaneously amends its certificate of formation to change its name to a name that complies with Chapter 5.


Tex. Business Organizations Code § 11.204

Tex. Business Organizations Code Sec. 11.204. EFFECTIVENESS OF REINSTATEMENT OF NONFILING ENTITY. The reinstatement of a terminated nonfiling entity takes effect on the approval required by Section 11.202(b).


Tex. Business Organizations Code § 11.205

Tex. Business Organizations Code Sec. 11.205. EFFECTIVENESS OF REINSTATEMENT OF FILING ENTITY. The reinstatement of a terminated filing entity that previously filed a certificate of termination takes effect on the filing of the entity's certificate of reinstatement.


Tex. Business Organizations Code § 11.206

Tex. Business Organizations Code Sec. 11.206. EFFECT OF REINSTATEMENT.


Tex. Business Organizations Code § 11.251

Tex. Business Organizations Code Sec. 11.251. TERMINATION OF FILING ENTITY BY SECRETARY OF STATE.


Tex. Business Organizations Code § 11.252

Tex. Business Organizations Code Sec. 11.252. CERTIFICATE OF TERMINATION.


Tex. Business Organizations Code § 11.253

Tex. Business Organizations Code Sec. 11.253. REINSTATEMENT BY SECRETARY OF STATE AFTER INVOLUNTARY TERMINATION.


Tex. Business Organizations Code § 11.254

Tex. Business Organizations Code Sec. 11.254. REINSTATEMENT OF CERTIFICATE OF FORMATION FOLLOWING TAX FORFEITURE.


Tex. Business Organizations Code § 11.255

Tex. Business Organizations Code Sec. 11.255. REINSTATEMENT OF CERTIFICATE OF FORMATION FOLLOWING FAILURE TO REVIVE; REINSTATEMENT RETROACTIVE.


Tex. Business Organizations Code § 11.301

Tex. Business Organizations Code Sec. 11.301. INVOLUNTARY WINDING UP AND TERMINATION OF FILING ENTITY BY COURT ACTION.


Tex. Business Organizations Code § 11.302

Tex. Business Organizations Code Sec. 11.302. NOTIFICATION OF CAUSE BY SECRETARY OF STATE.


Tex. Business Organizations Code § 11.303

Tex. Business Organizations Code Sec. 11.303. FILING OF ACTION BY ATTORNEY GENERAL. The attorney general shall file an action against a filing entity in the name of the state seeking termination of the entity's existence if:


Tex. Business Organizations Code § 11.304

Tex. Business Organizations Code Sec. 11.304. CURE BEFORE FINAL JUDGMENT. An action filed by the attorney general under Section 11.303 shall be abated if, before a district court renders judgment on the action, the filing entity:


Tex. Business Organizations Code § 11.305

Tex. Business Organizations Code Sec. 11.305. JUDGMENT REQUIRING WINDING UP AND TERMINATION. If a district court finds in an action brought under this subchapter that proper grounds exist under Section 11.301(a) for a winding up of a filing entity's business and termination of the filing entity's existence, the court shall:


Tex. Business Organizations Code § 11.306

Tex. Business Organizations Code Sec. 11.306. STAY OF JUDGMENT.


Tex. Business Organizations Code § 11.307

Tex. Business Organizations Code Sec. 11.307. OPPORTUNITY FOR CURE AFTER AFFIRMATION OF FINDINGS BY APPEALS COURT.


Tex. Business Organizations Code § 11.308

Tex. Business Organizations Code Sec. 11.308. JURISDICTION AND VENUE.


Tex. Business Organizations Code § 11.309

Tex. Business Organizations Code Sec. 11.309. PROCESS IN STATE ACTION. Citation in an action for the involuntary winding up and termination of a filing entity under this subchapter shall be issued and served as provided by law.


Tex. Business Organizations Code § 11.310

Tex. Business Organizations Code Sec. 11.310. PUBLICATION OF NOTICE.


Tex. Business Organizations Code § 11.311

Tex. Business Organizations Code Sec. 11.311. ACTION ALLOWED AFTER EXPIRATION OF FILING ENTITY'S DURATION. The expiration of a filing entity's period of duration does not, by itself, create a vested right on the part of an owner or creditor of the filing entity to prevent an action by the attorney general for the involuntary winding up of the filing entity's business and termination of the filing entity's existence.


Tex. Business Organizations Code § 11.312

Tex. Business Organizations Code Sec. 11.312. COMPLIANCE BY TERMINATED ENTITY. On the decree of a court requiring winding up of a filing entity's business, the filing entity shall comply with:


Tex. Business Organizations Code § 11.313

Tex. Business Organizations Code Sec. 11.313. TIMING OF TERMINATION. A court may enter a decree under Section 11.301 terminating the existence of a filing entity:


Tex. Business Organizations Code § 11.314

Tex. Business Organizations Code Sec. 11.314. INVOLUNTARY WINDING UP AND TERMINATION OF PARTNERSHIP OR LIMITED LIABILITY COMPANY. A district court in the county in which the registered office or principal place of business in this state of a domestic partnership or limited liability company is located has jurisdiction to order the winding up and termination of the domestic partnership or limited liability company on application by an owner of the partnership or limited liability company if the court determines that:


Tex. Business Organizations Code § 11.315

Tex. Business Organizations Code Sec. 11.315. FILING OF DECREE OF TERMINATION AGAINST FILING ENTITY.


Tex. Business Organizations Code § 11.351

Tex. Business Organizations Code Sec. 11.351. LIABILITY OF TERMINATED FILING ENTITY. A terminated filing entity is liable only for an existing claim.


Tex. Business Organizations Code § 11.352

Tex. Business Organizations Code Sec. 11.352. DEPOSIT WITH COMPTROLLER OF AMOUNT DUE OWNERS AND CREDITORS WHO ARE UNKNOWN OR CANNOT BE LOCATED.


Tex. Business Organizations Code § 11.353

Tex. Business Organizations Code Sec. 11.353. DISCHARGE OF LIABILITY OF PERSON RESPONSIBLE FOR LIQUIDATION. A person responsible for the distribution in liquidation of a filing entity's assets will be released and discharged from further liability with respect to money received from the liquidation when the person deposits the money with the comptroller under Section 11.352.


Tex. Business Organizations Code § 11.354

Tex. Business Organizations Code Sec. 11.354. PAYMENT FROM ACCOUNT BY COMPTROLLER.


Tex. Business Organizations Code § 11.355

Tex. Business Organizations Code Sec. 11.355. NOTICE OF ESCHEAT; ESCHEAT.


Tex. Business Organizations Code § 11.356

Tex. Business Organizations Code Sec. 11.356. LIMITED SURVIVAL AFTER TERMINATION.


Tex. Business Organizations Code § 11.357

Tex. Business Organizations Code Sec. 11.357. GOVERNING PERSONS OF ENTITY DURING LIMITED SURVIVAL.


Tex. Business Organizations Code § 11.358

Tex. Business Organizations Code Sec. 11.358. ACCELERATED PROCEDURE FOR EXISTING CLAIM RESOLUTION.


Tex. Business Organizations Code § 11.359

Tex. Business Organizations Code Sec. 11.359. EXTINGUISHMENT OF EXISTING CLAIM.


Tex. Business Organizations Code § 11.401

Tex. Business Organizations Code Sec. 11.401. CODE GOVERNS. A receiver may be appointed for a domestic entity or for a domestic entity's property or business only as provided for and on the conditions set forth in this code.


Tex. Business Organizations Code § 11.402

Tex. Business Organizations Code Sec. 11.402. JURISDICTION TO APPOINT RECEIVER.


Tex. Business Organizations Code § 11.403

Tex. Business Organizations Code Sec. 11.403. APPOINTMENT OF RECEIVER FOR SPECIFIC PROPERTY.


Tex. Business Organizations Code § 11.404

Tex. Business Organizations Code Sec. 11.404. APPOINTMENT OF RECEIVER TO REHABILITATE DOMESTIC ENTITY.


Tex. Business Organizations Code § 11.405

Tex. Business Organizations Code Sec. 11.405. APPOINTMENT OF RECEIVER TO LIQUIDATE DOMESTIC ENTITY; LIQUIDATION.


Tex. Business Organizations Code § 11.406

Tex. Business Organizations Code Sec. 11.406. RECEIVERS: QUALIFICATIONS, POWERS, AND DUTIES.


Tex. Business Organizations Code § 11.407

Tex. Business Organizations Code Sec. 11.407. COURT-ORDERED FILING OF CLAIMS.


Tex. Business Organizations Code § 11.408

Tex. Business Organizations Code Sec. 11.408. SUPERVISING COURT; JURISDICTION; AUTHORITY.


Tex. Business Organizations Code § 11.409

Tex. Business Organizations Code Sec. 11.409. ANCILLARY RECEIVERSHIPS OF FOREIGN ENTITIES.


Tex. Business Organizations Code § 11.410

Tex. Business Organizations Code Sec. 11.410. RECEIVERSHIP FOR ALL PROPERTY AND BUSINESS OF FOREIGN ENTITY.


Tex. Business Organizations Code § 11.411

Tex. Business Organizations Code Sec. 11.411. GOVERNING PERSONS AND OWNERS NOT NECESSARY PARTIES DEFENDANT. Governing persons and owners or members of a domestic entity are not necessary parties to an action for a receivership or liquidation of the property and business of a domestic entity unless relief is sought against those persons individually.


Tex. Business Organizations Code § 11.412

Tex. Business Organizations Code Sec. 11.412. DECREE OF INVOLUNTARY TERMINATION. In an action in which the court has ordered the liquidation of the property and business of a domestic entity in accordance with other provisions of this code, the court shall enter a decree terminating the existence of the entity:


Tex. Business Organizations Code § 11.413

Tex. Business Organizations Code Sec. 11.413. SUPPLEMENTAL PROVISIONS FOR APPLICATION OF PROCEEDS FROM LIQUIDATION OF NONPROFIT CORPORATION.


Tex. Business Organizations Code § 11.414

Tex. Business Organizations Code Sec. 11.414. FILING OF DECREE OF INVOLUNTARY TERMINATION AGAINST FILING ENTITY.


Tex. Business Organizations Code § 12.001

Tex. Business Organizations Code Sec. 12.001. AUTHORITY OF SECRETARY OF STATE.


Tex. Business Organizations Code § 12.002

Tex. Business Organizations Code Sec. 12.002. INTERROGATORIES BY SECRETARY OF STATE.


Tex. Business Organizations Code § 12.003

Tex. Business Organizations Code Sec. 12.003. INFORMATION DISCLOSED BY INTERROGATORIES. An interrogatory sent by the secretary of state and the answer to the interrogatory are subject to Chapter 552, Government Code.


Tex. Business Organizations Code § 12.004

Tex. Business Organizations Code Sec. 12.004. APPEALS FROM SECRETARY OF STATE.


Tex. Business Organizations Code § 12.005

Tex. Business Organizations Code Sec. 12.005. FEE WAIVER FOR NEW VETERAN-OWNED BUSINESS. The secretary of state shall waive all fees imposed under Subchapter D, Chapter 4, for an entity that is a new veteran-owned business as defined by Section 171.0005, Tax Code, until the earlier of:


Tex. Business Organizations Code § 12.151

Tex. Business Organizations Code Sec. 12.151. AUTHORITY OF ATTORNEY GENERAL TO EXAMINE BOOKS AND RECORDS. Each filing entity and foreign filing entity shall permit the attorney general to inspect, examine, and make copies, as the attorney general considers necessary in the performance of a power or duty of the attorney general, of any record of the entity. A record of the entity includes minutes and a book, account, letter, memorandum, document, check, voucher, telegram, constitution, and bylaw.


Tex. Business Organizations Code § 12.152

Tex. Business Organizations Code Sec. 12.152. REQUEST TO EXAMINE. To examine the business of a filing entity or foreign filing entity, the attorney general shall make a written request to a managerial official, who shall immediately permit the attorney general to inspect, examine, and make copies of the records of the entity.


Tex. Business Organizations Code § 12.153

Tex. Business Organizations Code Sec. 12.153. AUTHORITY TO EXAMINE MANAGEMENT OF ENTITY. The attorney general may investigate the organization, conduct, and management of a filing entity or foreign filing entity and determine if the entity has been or is engaged in acts or conduct in violation of:


Tex. Business Organizations Code § 12.154

Tex. Business Organizations Code Sec. 12.154. AUTHORITY TO DISCLOSE INFORMATION. Information held by the attorney general and derived in the course of an examination of an entity's records or documents is not public information, is not subject to Chapter 552, Government Code, and may not be disclosed except:


Tex. Business Organizations Code § 12.155

Tex. Business Organizations Code Sec. 12.155. FORFEITURE OF BUSINESS PRIVILEGES. A foreign filing entity or a filing entity that fails or refuses to permit the attorney general to examine or make copies of a record, without regard to whether the record is located in this or another state, forfeits the right of the entity to do business in this state, and the entity's registration or certificate of formation shall be revoked or terminated.


Tex. Business Organizations Code § 12.156

Tex. Business Organizations Code Sec. 12.156. CRIMINAL PENALTY.


Tex. Business Organizations Code § 12.201

Tex. Business Organizations Code Sec. 12.201. LIEN FOR LAW VIOLATIONS.


Tex. Business Organizations Code § 12.251

Tex. Business Organizations Code Sec. 12.251. RECEIVER. In a suit filed by this state against a filing entity or foreign filing entity for the termination of the entity's certificate of formation or registration or for a fine or penalty, the court in this state in which the suit is pending:


Tex. Business Organizations Code § 12.252

Tex. Business Organizations Code Sec. 12.252. FORECLOSURE.


Tex. Business Organizations Code § 12.253

Tex. Business Organizations Code Sec. 12.253. ACTION AGAINST INSOLVENT ENTITY. When the attorney general is convinced that a filing entity or foreign filing entity is insolvent, the attorney general shall institute quo warranto or other appropriate proceedings to terminate the certificate of formation or registration of the filing entity or foreign filing entity that is insolvent.


Tex. Business Organizations Code § 12.254

Tex. Business Organizations Code Sec. 12.254. SUITS BY DISTRICT OR COUNTY ATTORNEY. A district or county attorney shall bring and prosecute a proceeding under Section 12.252 or 12.253 when directed to do so by the attorney general.


Tex. Business Organizations Code § 12.255

Tex. Business Organizations Code Sec. 12.255. PERMISSION TO SUE. Before a petition may be filed by the attorney general or by a district or county attorney in a suit authorized by Section 12.252 or 12.253, leave must be granted by the judge of the court in which the proceeding is to be filed.


Tex. Business Organizations Code § 12.256

Tex. Business Organizations Code Sec. 12.256. EXAMINATION AND NOTICE.


Tex. Business Organizations Code § 12.257

Tex. Business Organizations Code Sec. 12.257. DISMISSAL OF ACTION.


Tex. Business Organizations Code § 12.258

Tex. Business Organizations Code Sec. 12.258. LIQUIDATION OF INSOLVENT ENTITY.


Tex. Business Organizations Code § 12.259

Tex. Business Organizations Code Sec. 12.259. EXTRAORDINARY REMEDIES; BOND. The state has a right to a writ of attachment, garnishment, sequestration, or injunction, without bond, to aid in the enforcement of the state's rights created by this chapter.


Tex. Business Organizations Code § 12.260

Tex. Business Organizations Code Sec. 12.260. ABATEMENT OF SUIT. An action or cause of action for a fine, penalty, or forfeiture that this state has or may have against a filing entity or foreign filing entity does not abate because the entity winds up, voluntarily or otherwise, or the entity's certificate of formation is terminated or the entity's registration is revoked.


Tex. Business Organizations Code § 12.261

Tex. Business Organizations Code Sec. 12.261. PROVISIONS CUMULATIVE. Each right or remedy provided by this chapter is cumulative and does not affect any other right or remedy for the enforcement, payment, or collection of a fine, forfeiture, or penalty or any other means provided by law for securing or preserving testimony or inquiring into the rights or privileges of an entity.


Tex. Business Organizations Code § 2.001

Tex. Business Organizations Code Sec. 2.001. GENERAL SCOPE OF PERMISSIBLE PURPOSES. A domestic entity has any lawful purpose or purposes, unless otherwise provided by this code.


Tex. Business Organizations Code § 2.002

Tex. Business Organizations Code Sec. 2.002. PURPOSES OF NONPROFIT ENTITY. The purpose or purposes of a domestic nonprofit entity may include one or more of the following purposes:


Tex. Business Organizations Code § 2.003

Tex. Business Organizations Code Sec. 2.003. GENERAL PROHIBITED PURPOSES. A domestic entity may not:


Tex. Business Organizations Code § 2.004

Tex. Business Organizations Code Sec. 2.004. LIMITATION ON PURPOSES OF PROFESSIONAL ENTITY. Except as provided in Title 7, a professional entity may engage in only:


Tex. Business Organizations Code § 2.005

Tex. Business Organizations Code Sec. 2.005. LIMITATION IN GOVERNING DOCUMENTS. The governing documents of a domestic entity may contain limitations on the entity's purposes.


Tex. Business Organizations Code § 2.007

Tex. Business Organizations Code Sec. 2.007. ADDITIONAL PROHIBITED ACTIVITIES OF FOR-PROFIT CORPORATION. A for-profit corporation may not:


Tex. Business Organizations Code § 2.008

Tex. Business Organizations Code Sec. 2.008. NONPROFIT CORPORATIONS. A corporation formed for the purpose of operating a nonprofit institution, including an institution devoted to a charitable, benevolent, religious, patriotic, civic, cultural, missionary, educational, scientific, social, fraternal, athletic, or aesthetic purpose, may be formed and governed only as a nonprofit corporation under this code and not as a for-profit corporation under this code.


Tex. Business Organizations Code § 2.009

Tex. Business Organizations Code Sec. 2.009. PERMISSIBLE PURPOSE OF NONPROFIT CORPORATION RELATED TO ORGANIZED LABOR. Subject to Chapter 101, Labor Code, a nonprofit corporation may be formed to organize laborers, workers, or wage earners to protect themselves in their various pursuits.


Tex. Business Organizations Code § 2.010

Tex. Business Organizations Code Sec. 2.010. PROHIBITED ACTIVITIES OF NONPROFIT CORPORATION. A nonprofit corporation may not be organized or registered under this code to conduct its affairs in this state to:


Tex. Business Organizations Code § 2.011

Tex. Business Organizations Code Sec. 2.011. PURPOSES OF COOPERATIVE ASSOCIATION.


Tex. Business Organizations Code § 2.012

Tex. Business Organizations Code Sec. 2.012. LIMITATION ON PURPOSES OF REAL ESTATE INVESTMENT TRUST. The purposes of a real estate investment trust are limited by Section 3.012.


Tex. Business Organizations Code § 2.101

Tex. Business Organizations Code Sec. 2.101. GENERAL POWERS. Except as otherwise provided by this code, a domestic entity has the same powers as an individual to take action necessary or convenient to carry out its business and affairs. Except as otherwise provided by this code, the powers of a domestic entity include the power to:


Tex. Business Organizations Code § 2.102

Tex. Business Organizations Code Sec. 2.102. ADDITIONAL POWERS OF NONPROFIT ENTITY OR INSTITUTION. To effect its purposes, a domestic nonprofit entity or institution formed for a religious, charitable, educational, or eleemosynary purpose may acquire, own, hold, mortgage, and dispose of and invest its funds in property for the use and benefit of, under the discretion of, and in trust for a convention, conference, or association organized under the laws of this state or another state with which it is affiliated or by which it is controlled.


Tex. Business Organizations Code § 2.103

Tex. Business Organizations Code Sec. 2.103. POWER TO INCUR INDEBTEDNESS.


Tex. Business Organizations Code § 2.104

Tex. Business Organizations Code Sec. 2.104. POWER TO MAKE GUARANTIES.


Tex. Business Organizations Code § 2.105

Tex. Business Organizations Code Sec. 2.105. ADDITIONAL POWERS OF CERTAIN PIPELINE BUSINESSES. In addition to the powers provided by the other sections of this subchapter, a corporation, general partnership, limited partnership, limited liability company, or other combination of those entities engaged as a common carrier in the pipeline business for the purpose of transporting oil, oil products, gas, carbon dioxide, salt brine, fuller's earth, sand, clay, liquefied minerals, or other mineral solutions has all the rights and powers conferred on a common carrier by Sections 111.019-111.022, Natural Resources Code.


Tex. Business Organizations Code § 2.106

Tex. Business Organizations Code Sec. 2.106. POWER OF NONPROFIT CORPORATION TO SERVE AS TRUSTEE.


Tex. Business Organizations Code § 2.107

Tex. Business Organizations Code Sec. 2.107. STANDARD TAX PROVISIONS FOR CERTAIN CHARITABLE NONPROFIT CORPORATIONS; POWER TO EXCLUDE.


Tex. Business Organizations Code § 2.108

Tex. Business Organizations Code Sec. 2.108. POWERS OF PROFESSIONAL ASSOCIATION. Except as provided by Title 7, a professional association has the same powers, privileges, duties, restrictions, and liabilities as a for-profit corporation.


Tex. Business Organizations Code § 2.109

Tex. Business Organizations Code Sec. 2.109. POWERS OF PROFESSIONAL CORPORATION. Except as provided by Title 7, a professional corporation has the same powers, privileges, duties, restrictions, and liabilities as a for-profit corporation.


Tex. Business Organizations Code § 2.110

Tex. Business Organizations Code Sec. 2.110. POWERS OF COOPERATIVE ASSOCIATION.


Tex. Business Organizations Code § 2.111

Tex. Business Organizations Code Sec. 2.111. LIMITATION ON POWERS OF COOPERATIVE ASSOCIATION. Except for the payment of necessary legal fees or promotion expenses, a cooperative association may not directly or indirectly use its funds, issue shares, or incur indebtedness for the payment of compensation for the organization of the cooperative association in excess of five percent of the amount paid for the shares or membership certificates involved in the promotion transaction.


Tex. Business Organizations Code § 2.112

Tex. Business Organizations Code Sec. 2.112. STATED POWERS IN SUBCHAPTER SUFFICIENT. A domestic entity is not required to state any of the powers provided to the entity by this subchapter in its governing documents.


Tex. Business Organizations Code § 2.113

Tex. Business Organizations Code Sec. 2.113. LIMITATION ON POWERS.


Tex. Business Organizations Code § 2.114

Tex. Business Organizations Code Sec. 2.114. CERTIFICATED INDEBTEDNESS; MANNER OF ISSUANCE; SIGNATURE AND SEAL.


Tex. Business Organizations Code § 2.115

Tex. Business Organizations Code Sec. 2.115. CHOICE OF FORUM PROVISIONS.


Tex. Business Organizations Code § 2.116

Tex. Business Organizations Code Sec. 2.116. WAIVER OF TRIAL BY JURY.


Tex. Business Organizations Code § 20.001

Tex. Business Organizations Code Sec. 20.001. SIGNATURE REQUIREMENTS FOR FILING INSTRUMENTS.


Tex. Business Organizations Code § 20.002

Tex. Business Organizations Code Sec. 20.002. ULTRA VIRES ACTS.


Tex. Business Organizations Code § 21.002

Tex. Business Organizations Code Sec. 21.002. DEFINITIONS. In this chapter:


Tex. Business Organizations Code § 21.051

Tex. Business Organizations Code Sec. 21.051. NO PROPERTY RIGHT IN CERTIFICATE OF FORMATION. A shareholder of a corporation does not have a vested property right resulting from the certificate of formation, including a provision in the certificate of formation relating to the management, control, capital structure, dividend entitlement, purpose, or duration of the corporation.


Tex. Business Organizations Code § 21.052

Tex. Business Organizations Code Sec. 21.052. PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION.


Tex. Business Organizations Code § 21.053

Tex. Business Organizations Code Sec. 21.053. ADOPTION OF AMENDMENT BY BOARD OF DIRECTORS.


Tex. Business Organizations Code § 21.054

Tex. Business Organizations Code Sec. 21.054. ADOPTION OF AMENDMENT BY SHAREHOLDERS. If a corporation has issued and outstanding shares:


Tex. Business Organizations Code § 21.055

Tex. Business Organizations Code Sec. 21.055. NOTICE OF AND MEETING TO CONSIDER PROPOSED AMENDMENT.


Tex. Business Organizations Code § 21.056

Tex. Business Organizations Code Sec. 21.056. RESTATED CERTIFICATE OF FORMATION.


Tex. Business Organizations Code § 21.057

Tex. Business Organizations Code Sec. 21.057. BYLAWS.


Tex. Business Organizations Code § 21.058

Tex. Business Organizations Code Sec. 21.058. DUAL AUTHORITY. Unless the certificate of formation or a bylaw adopted by the shareholders provides otherwise as to all or a part of a corporation's bylaws, a corporation's shareholders may amend, repeal, or adopt the corporation's bylaws regardless of whether the bylaws may also be amended, repealed, or adopted by the corporation's board of directors.


Tex. Business Organizations Code § 21.059

Tex. Business Organizations Code Sec. 21.059. ORGANIZATION MEETING.


Tex. Business Organizations Code § 21.101

Tex. Business Organizations Code Sec. 21.101. SHAREHOLDERS' AGREEMENT.


Tex. Business Organizations Code § 21.102

Tex. Business Organizations Code Sec. 21.102. TERM OF AGREEMENT. Any limit on the term or duration of a shareholders' agreement under this subchapter must be set forth in the agreement. A shareholders' agreement under this subchapter that was in effect before September 1, 2015, remains in effect for 10 years, unless the agreement provides otherwise.


Tex. Business Organizations Code § 21.103

Tex. Business Organizations Code Sec. 21.103. DISCLOSURE OF AGREEMENT; RECALL OF CERTAIN CERTIFICATES.


Tex. Business Organizations Code § 21.104

Tex. Business Organizations Code Sec. 21.104. EFFECT OF SHAREHOLDERS' AGREEMENT. A shareholders' agreement that complies with this subchapter is effective among the shareholders and between the shareholders and the corporation even if the terms of the agreement are inconsistent with this code.


Tex. Business Organizations Code § 21.105

Tex. Business Organizations Code Sec. 21.105. RIGHT OF RESCISSION; KNOWLEDGE OF PURCHASER OF SHARES.


Tex. Business Organizations Code § 21.106

Tex. Business Organizations Code Sec. 21.106. AGREEMENT LIMITING AUTHORITY OF AND SUPPLANTING BOARD OF DIRECTORS; LIABILITY.


Tex. Business Organizations Code § 21.107

Tex. Business Organizations Code Sec. 21.107. LIABILITY OF SHAREHOLDER. The existence of or a performance under a shareholders' agreement authorized by this subchapter is not a ground for imposing personal liability on a shareholder for an act or obligation of the corporation by disregarding the separate existence of the corporation or otherwise, even if the agreement or a performance under the agreement:


Tex. Business Organizations Code § 21.108

Tex. Business Organizations Code Sec. 21.108. PERSONS ACTING IN PLACE OF SHAREHOLDERS. An organizer or a subscriber for shares may act as a shareholder with respect to a shareholders' agreement authorized by this subchapter if no shares have been issued when the agreement is signed.


Tex. Business Organizations Code § 21.109

Tex. Business Organizations Code Sec. 21.109. AGREEMENT NOT EFFECTIVE.


Tex. Business Organizations Code § 21.110

Tex. Business Organizations Code Sec. 21.110. OTHER SHAREHOLDER AGREEMENTS PERMITTED. This subchapter does not prohibit or impair any agreement between two or more shareholders, or between the corporation and one or more of the corporation's shareholders, permitted by Title 1, this chapter, or other law.


Tex. Business Organizations Code § 21.151

Tex. Business Organizations Code Sec. 21.151. NUMBER OF AUTHORIZED SHARES. A corporation may issue the number of authorized shares stated in the corporation's certificate of formation.


Tex. Business Organizations Code § 21.152

Tex. Business Organizations Code Sec. 21.152. CLASSES AND SERIES OF SHARES.


Tex. Business Organizations Code § 21.153

Tex. Business Organizations Code Sec. 21.153. DESIGNATIONS, PREFERENCES, LIMITATIONS, AND RIGHTS OF A CLASS OR SERIES.


Tex. Business Organizations Code § 21.154

Tex. Business Organizations Code Sec. 21.154. CERTAIN OPTIONAL CHARACTERISTICS OF SHARES.


Tex. Business Organizations Code § 21.155

Tex. Business Organizations Code Sec. 21.155. SERIES OF SHARES ESTABLISHED BY BOARD OF DIRECTORS.


Tex. Business Organizations Code § 21.156

Tex. Business Organizations Code Sec. 21.156. ACTIONS WITH RESPECT TO SERIES OF SHARES.


Tex. Business Organizations Code § 21.157

Tex. Business Organizations Code Sec. 21.157. ISSUANCE OF SHARES.


Tex. Business Organizations Code § 21.158

Tex. Business Organizations Code Sec. 21.158. ISSUANCE OF SHARES UNDER PLAN OF MERGER OR CONVERSION.


Tex. Business Organizations Code § 21.159

Tex. Business Organizations Code Sec. 21.159. TYPES OF CONSIDERATION FOR SHARES. Shares with or without par value may be issued for the following types of consideration:


Tex. Business Organizations Code § 21.160

Tex. Business Organizations Code Sec. 21.160. DETERMINATION OF CONSIDERATION FOR SHARES.


Tex. Business Organizations Code § 21.161

Tex. Business Organizations Code Sec. 21.161. AMOUNT OF CONSIDERATION FOR ISSUANCE OF CERTAIN SHARES.


Tex. Business Organizations Code § 21.162

Tex. Business Organizations Code Sec. 21.162. VALUE AND SUFFICIENCY OF CONSIDERATION. In the absence of fraud in the transaction, the judgment of the board of directors, the shareholders, or the party approving the plan of conversion or the plan of merger, as appropriate, is conclusive in determining the value and sufficiency of the consideration received for the shares.


Tex. Business Organizations Code § 21.163

Tex. Business Organizations Code Sec. 21.163. ISSUANCE AND DISPOSITION OF FRACTIONAL SHARES OR SCRIP.


Tex. Business Organizations Code § 21.164

Tex. Business Organizations Code Sec. 21.164. RIGHTS OF HOLDERS OF FRACTIONAL SHARES OR SCRIP.


Tex. Business Organizations Code § 21.165

Tex. Business Organizations Code Sec. 21.165. SUBSCRIPTIONS.


Tex. Business Organizations Code § 21.166

Tex. Business Organizations Code Sec. 21.166. PREFORMATION SUBSCRIPTION.


Tex. Business Organizations Code § 21.167

Tex. Business Organizations Code Sec. 21.167. COMMITMENT TO PURCHASE SHARES.


Tex. Business Organizations Code § 21.168

Tex. Business Organizations Code Sec. 21.168. STOCK RIGHTS, OPTIONS, AND CONVERTIBLE INDEBTEDNESS.


Tex. Business Organizations Code § 21.169

Tex. Business Organizations Code Sec. 21.169. TERMS AND CONDITIONS OF RIGHTS AND OPTIONS.


Tex. Business Organizations Code § 21.170

Tex. Business Organizations Code Sec. 21.170. CONSIDERATION FOR RIGHTS, OPTIONS, AND CONVERTIBLE INDEBTEDNESS.


Tex. Business Organizations Code § 21.171

Tex. Business Organizations Code Sec. 21.171. OUTSTANDING OR TREASURY SHARES.


Tex. Business Organizations Code § 21.172

Tex. Business Organizations Code Sec. 21.172. EXPENSES OF ORGANIZATION, REORGANIZATION, AND FINANCING OF CORPORATION. A corporation may pay or authorize to be paid from the consideration received by the corporation as payment for the corporation's shares the reasonable charges and expenses of the organization or reorganization of the corporation and the sale or underwriting of the shares without rendering the shares not fully paid and nonassessable.


Tex. Business Organizations Code § 21.173

Tex. Business Organizations Code Sec. 21.173. SUPPLEMENTAL REQUIRED RECORDS. In addition to the books and records required to be kept under Section 3.151, a corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of:


Tex. Business Organizations Code § 21.201

Tex. Business Organizations Code Sec. 21.201. REGISTERED HOLDERS AS OWNERS; SHARES HELD BY NOMINEES.


Tex. Business Organizations Code § 21.202

Tex. Business Organizations Code Sec. 21.202. DEFINITION OF SHARES. In Sections 21.203-21.208, "shares" includes a security:


Tex. Business Organizations Code § 21.203

Tex. Business Organizations Code Sec. 21.203. NO STATUTORY PREEMPTIVE RIGHT UNLESS PROVIDED BY CERTIFICATE OF FORMATION.


Tex. Business Organizations Code § 21.204

Tex. Business Organizations Code Sec. 21.204. STATUTORY PREEMPTIVE RIGHTS.


Tex. Business Organizations Code § 21.205

Tex. Business Organizations Code Sec. 21.205. WAIVER OF PREEMPTIVE RIGHT.


Tex. Business Organizations Code § 21.206

Tex. Business Organizations Code Sec. 21.206. LIMITATION ON ACTION TO ENFORCE PREEMPTIVE RIGHT.