Formation & governance

The governing law

Tex. Bus. Orgs. Code — Chapter 1

• Tex. Bus. Orgs. 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. Bus. Orgs. Code § 1.002 Tex. Business Organizations Code Sec. 1.002. DEFINITIONS. In this code:
• Tex. Bus. Orgs. Code § 1.003 Tex. Business Organizations Code Sec. 1.003. DISINTERESTED PERSON.
• Tex. Bus. Orgs. Code § 1.004 Tex. Business Organizations Code Sec. 1.004. INDEPENDENT PERSON.
• Tex. Bus. Orgs. 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
• Tex. Bus. Orgs. 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 docume
• Tex. Bus. Orgs. 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
• Tex. Bus. Orgs. Code § 1.008 Tex. Business Organizations Code Sec. 1.008. SHORT TITLES.
• Tex. Bus. Orgs. 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 monet
• Tex. Bus. Orgs. 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
• Tex. Bus. Orgs. 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 considere
• Tex. Bus. Orgs. 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 state
• Tex. Bus. Orgs. 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, pr
• Tex. Bus. Orgs. 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 becaus
• Tex. Bus. Orgs. 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 exerci
• Tex. Bus. Orgs. Code § 1.057 Tex. Business Organizations Code Sec. 1.057. LAWS GOVERNING FORMATION, INTERNAL AFFAIRS, AND GOVERNANCE OF DOMESTIC ENTITY.
• Tex. Bus. Orgs. 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 occur
• Tex. Bus. Orgs. 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 foreig
• Tex. Bus. Orgs. 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 instr
• Tex. Bus. Orgs. 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
• Tex. Bus. Orgs. 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. Bus. Orgs. Code § 1.106 Tex. Business Organizations Code Sec. 1.106. ORDER OF PRECEDENCE.

Tex. Bus. Orgs. Code — Chapter 2

• Tex. Bus. Orgs. 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. Bus. Orgs. 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. Bus. Orgs. Code § 2.003 Tex. Business Organizations Code Sec. 2.003. GENERAL PROHIBITED PURPOSES. A domestic entity may not:
• Tex. Bus. Orgs. 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. Bus. Orgs. 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. Bus. Orgs. Code § 2.007 Tex. Business Organizations Code Sec. 2.007. ADDITIONAL PROHIBITED ACTIVITIES OF FOR-PROFIT CORPORATION. A for-profit corporation may not:
• Tex. Bus. Orgs. 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
• Tex. Bus. Orgs. 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 ma

Representative cases

1. New England Coal & Coke Co. v. Northern Barge Corporation, 60 F.2d 737 matched by keyword "corporation"; cited by 181 cases
2. Smith v. CorporaTion, 644 F.3d 1321 matched by keyword "corporation"; cited by 111 cases
3. Haynsworth v. The Corporation, 121 F.3d 956 matched by keyword "corporation"; cited by 102 cases
4. Hugel v. Corporation of Lloyd's, 999 F.2d 206 matched by keyword "corporation"; cited by 87 cases
5. Kraemer v. K-Mart Corporation, /ad2d/226/0590-01 matched by keyword "corporation"; cited by 81 cases
6. Woolen v. Aerojet General Corporation, 57 Cal. 2d 407 matched by keyword "corporation"; cited by 65 cases
7. Petromanagement Corporation v. Acme-Thomas Joint Venture, 835 F.2d 1329 matched by keyword "corporation"; cited by 51 cases
8. In re Countrywide Financial Corporation Securities Litigation, 588 F. Supp. 2d 1132 matched by keyword "corporation"; cited by 44 cases
9. Waller v. Financial Corporation of America, 828 F.2d 579 matched by keyword "corporation"; cited by 44 cases
10. Scanner Technologies Corp. v. Icos Vision Systems Corporation N.V., 528 F.3d 1365 matched by keyword "corporation"; cited by 40 cases

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