reglab/housing_qa huggingface dataset:
TX Bus Orgs § 12.153 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 12 - Administrative Powers|Subchapter B. Attorney General|Section 12.153. Authority to Examine Management of Entity

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:(1)  its governing documents;  or(2)  any law of this state.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 12.154 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 12 - Administrative Powers|Subchapter B. Attorney General|Section 12.154. Authority to Disclose Information

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:(1)  in the course of an administrative or judicial proceeding in which the state is a party;(2)  in a suit by the state to:(A)  revoke the registration of the foreign filing entity or terminate the certificate of formation of the filing entity;  or(B)  collect penalties for a violation of the law of this state;  or(3)  to provide information to any officer of this state charged with the enforcement of its laws.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 12.155 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 12 - Administrative Powers|Subchapter B. Attorney General|Section 12.155. Forfeiture of Business Privileges

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.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 12.156 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 12 - Administrative Powers|Subchapter B. Attorney General|Section 12.156. Criminal Penalty

Sec. 12.156.  CRIMINAL PENALTY.  (a)  A managerial official or other individual having the authority to manage the affairs of a filing entity or foreign filing entity commits an offense if the official or individual fails or refuses to permit the attorney general to make an investigation of the entity or to examine or to make copies of a record of the entity.(b)  An offense under this section is a Class B misdemeanor.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 12.201 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 12 - Administrative Powers|Subchapter C. Enforcement Lien|Section 12.201. Lien for Law Violations

Sec. 12.201.  LIEN FOR LAW VIOLATIONS.  (a)  If a filing entity or foreign filing entity violates a law of this state, including the law against trusts, monopolies, and conspiracies, or combinations or contracts in restraint of trade, for the violation of which a fine, penalties, or forfeiture is provided, all of the entity's property in this state at the time of the violation or that after the violation comes into this state is, because of the violation, liable for any fine or penalty under this chapter and for costs of suit and costs of collection.(b)  The state has a lien on all property of a filing entity or foreign filing entity in this state on the date a suit is instituted by or under the direction of the attorney general in a court of this state for the purpose of forfeiting the certificate of formation or revoking the registration of the entity or for the collection of a fine or penalty due to the state.(c)  The filing of a suit for a fine, penalties, or forfeiture is notice of the lien.(d)  In addition to the property subjected to the lien under Subsection (b), the lien applies to any property that comes into the possession of a receiver appointed under Subchapter D.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 12.251 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 12 - Administrative Powers|Subchapter D. Enforcement Proceedings|Section 12.251. Receiver

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:(1)  shall appoint a receiver for the property and business of the entity in this state or that subsequently comes into this state during the receivership if the filing entity or foreign filing entity commences the process of winding up its business in this or another state or a judgment is rendered against it in this or another state for the termination of the entity's certificate of formation or registration;  and(2)  may appoint a receiver for the entity if the interest of the state requires the appointment.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 12.252 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 12 - Administrative Powers|Subchapter D. Enforcement Proceedings|Section 12.252. Foreclosure

Sec. 12.252.  FORECLOSURE.  (a)  The attorney general may bring suit to foreclose a lien created by this chapter.(b)  If a filing entity or a foreign filing entity subject to this code has commenced the winding up process or has had the entity's certificate of formation or registration terminated by a judgment, citation in a suit for foreclosure may be served on any person in this state who acted and was acting as agent of the entity in this state when the entity commenced the winding up process or the entity's certificate of formation or registration was terminated.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 12.253 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 12 - Administrative Powers|Subchapter D. Enforcement Proceedings|Section 12.253. Action Against Insolvent Entity

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.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 12.254 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 12 - Administrative Powers|Subchapter D. Enforcement Proceedings|Section 12.254. Suits by District or County Attorney

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.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 12.255 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 12 - Administrative Powers|Subchapter D. Enforcement Proceedings|Section 12.255. Permission to Sue

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.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 12.256 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 12 - Administrative Powers|Subchapter D. Enforcement Proceedings|Section 12.256. Examination and Notice

Sec. 12.256.  EXAMINATION AND NOTICE.  (a)  The judge of a court in which a proceeding under Section 12.252 or 12.253 is to be filed shall carefully examine the petition before granting leave to sue.  The judge may also require an examination into the facts.  If it appears with reasonable certainty from the petition or from the petition and facts that there is a prima facie showing for the relief sought, the judge may grant leave to file.(b)  On an application for the appointment of a receiver, the entity proceeded against is entitled to 10 days' notice before the day set for the hearing.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 12.257 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 12 - Administrative Powers|Subchapter D. Enforcement Proceedings|Section 12.257. Dismissal of Action

Sec. 12.257.  DISMISSAL OF ACTION.  (a)  A suit authorized by Section 12.253 or 12.258 may not be filed or, if filed, shall be dismissed if the entity, through its owners or members, reduces its indebtedness so that it is not insolvent.(b)  The respondent shall pay the costs of a dismissed suit under this section.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 12.258 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 12 - Administrative Powers|Subchapter D. Enforcement Proceedings|Section 12.258. Liquidation of Insolvent Entity

Sec. 12.258.  LIQUIDATION OF INSOLVENT ENTITY.  (a)  A court hearing a proceeding under Section 12.253 against an insolvent entity may, after the entity has been shown to be insolvent, appoint one or more receivers for the entity and its property.  The receiver may settle the affairs of the entity, collect outstanding debts, and divide the money and property belonging to the entity among its owners after paying the debts of the entity and all expenses incidental to the judicial proceedings and receivership.(b)  The court may continue the existence of the entity for three years and for additional reasonable time as necessary to accomplish the purposes of this subchapter.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 12.259 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 12 - Administrative Powers|Subchapter D. Enforcement Proceedings|Section 12.259. Extraordinary Remedies; Bond

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.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 12.260 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 12 - Administrative Powers|Subchapter D. Enforcement Proceedings|Section 12.260. Abatement of Suit

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.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 70, eff. September 1, 2007.|
TX Bus Orgs § 12.261 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 12 - Administrative Powers|Subchapter D. Enforcement Proceedings|Section 12.261. Provisions Cumulative

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.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.051 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter B. Formation and Governing Documents|Section 21.051. No Property Right in Certificate of Formation

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.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.052 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter B. Formation and Governing Documents|Section 21.052. Procedures to Adopt Amendment to Certificate of Formation

Sec. 21.052.  PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION.  (a)  To adopt an amendment to the certificate of formation of a corporation as provided by Subchapter B, Chapter 3, the board of directors of the corporation shall:(1)  adopt a resolution stating the proposed amendment;  and(2)  follow the procedures prescribed by Sections 21.053-21.055.(b)  The resolution may incorporate the proposed amendment in a restated certificate of formation that complies with Section 3.059.(b-1)  The resolution may provide that at any time before the filing of a certificate of amendment takes effect as provided by Subchapter B, Chapter 3, the board of directors may abandon the proposed amendment to the certificate of formation without further action by the shareholders of the corporation, notwithstanding authorization of the proposed amendment by the shareholders.(c)  The certificate of amendment must be filed in accordance with Chapter 4 and takes effect as provided by Subchapter B, Chapter 3.(d)  This section does not affect:(1)  the authority of the shareholders of a corporation to consent in writing to the cancellation of an event requiring winding up in accordance with Section 21.502(1); or(2)  the authority of the organizers of a corporation to adopt a resolution to cancel an event requiring winding up in accordance with Section 21.502(2).|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 43, eff. January 1, 2006.Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 20, eff. September 1, 2015.|
TX Bus Orgs § 21.053 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter B. Formation and Governing Documents|Section 21.053. Adoption of Amendment by Board of Directors

Sec. 21.053.  ADOPTION OF AMENDMENT BY BOARD OF DIRECTORS.  (a)  If a corporation does not have any issued and outstanding shares, or in the case of an amendment under Subsection (b) or (c), the board of directors may adopt a proposed amendment to the corporation's certificate of formation by resolution without shareholder approval.(b)  Notwithstanding Section 21.054, the board of directors may adopt a proposed amendment without shareholder approval in the manner provided by Section 21.155 if the amendment to the corporation's certificate of formation relates to a series of shares established by the board under authority granted to the board in the certificate of formation as provided by Section 21.155.(c)  Notwithstanding Section 21.054 and except as otherwise provided by the certificate of formation, the board of directors of a corporation that has outstanding shares may, without shareholder approval, adopt an amendment to the corporation's certificate of formation to change the word or abbreviation in its corporate name as required by Section 5.054(a) to be a different word or abbreviation required by that section.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 44, eff. January 1, 2006.Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 21, eff. September 1, 2015.|
TX Bus Orgs § 21.054 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter B. Formation and Governing Documents|Section 21.054. Adoption of Amendment by Shareholders

Sec. 21.054.  ADOPTION OF AMENDMENT BY SHAREHOLDERS.  If a corporation has issued and outstanding shares:(1)  a resolution described by Section 21.052 must also direct that the proposed amendment be submitted to a vote of the shareholders at a meeting;  and(2)  the shareholders must approve the proposed amendment in the manner provided by Section 21.055.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.055 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter B. Formation and Governing Documents|Section 21.055. Notice of and Meeting to Consider Proposed Amendment

Sec. 21.055.  NOTICE OF AND MEETING TO CONSIDER PROPOSED AMENDMENT.  (a)   Each shareholder of record entitled to vote shall be given written notice containing the proposed amendment or a summary of the changes to be effected within the time and in the manner provided by this code for giving notice of meetings to shareholders.  The proposed amendment or summary may be included in the notice required to be provided for an annual meeting.(b)  At the meeting, the proposed amendment shall be adopted only on receiving the affirmative vote of shareholders entitled to vote required by Section 21.364.(c)  An unlimited number of amendments may be submitted for adoption by the shareholders at a meeting.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.056 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter B. Formation and Governing Documents|Section 21.056. Restated Certificate of Formation

Sec. 21.056.  RESTATED CERTIFICATE OF FORMATION.  (a)  A corporation may adopt a restated certificate of formation as provided by Subchapter B, Chapter 3, by following the same procedures to amend its certificate of formation under Sections 21.052-21.055, except that:(1)  shareholder approval is not required if an amendment is not adopted; and(2)  the shareholders of a corporation may consent in writing, or the organizers of a corporation may adopt a resolution, to authorize a restated certificate of formation that contains an amendment to cancel an event requiring winding up in accordance with Section 21.502(1) or (2).(b)  The restated certificate of formation shall be filed in accordance with Chapter 4 and takes effect as provided by Subchapter B, Chapter 3.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 22, eff. September 1, 2015.|
TX Bus Orgs § 21.057 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter B. Formation and Governing Documents|Section 21.057. Bylaws

Sec. 21.057.  BYLAWS.  (a)  The board of directors of a corporation shall adopt initial bylaws.(b)  The bylaws may contain provisions for the regulation and management of the affairs of the corporation that are consistent with law and the corporation's certificate of formation.(c)  A corporation's board of directors may amend or repeal bylaws or adopt new bylaws unless:(1)  the corporation's certificate of formation or this code wholly or partly reserves the power exclusively to the corporation's shareholders;  or(2)  in amending, repealing, or adopting a bylaw, the shareholders expressly provide that the board of directors may not amend, repeal, or readopt that bylaw.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|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.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.059 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter B. Formation and Governing Documents|Section 21.059. Organization Meeting

Sec. 21.059.  ORGANIZATION MEETING.  (a)  This section does not apply to a corporation created as a result of a conversion or merger the plan of which states the bylaws and names the officers of the corporation.(b)  After the filing of a certificate of formation takes effect, an organization meeting shall be held at the call of the majority of the initial board of directors or the persons named in the certificate of formation under Section 3.007(a)(4) for the purpose of adopting bylaws, electing officers, and transacting other business.(c)  Not later than the third day before the date of the meeting, the directors or other persons calling the meeting shall send notice of the time and place of the meeting to each other director or person named in the certificate of formation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.102 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter C. Shareholders' Agreements|Section 21.102. Term of Agreement

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.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 23, eff. September 1, 2015.|
TX Bus Orgs § 21.103 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter C. Shareholders' Agreements|Section 21.103. Disclosure of Agreement; Recall of Certain Certificates

Sec. 21.103.  DISCLOSURE OF AGREEMENT; RECALL OF CERTAIN CERTIFICATES.  (a)  The existence of an agreement authorized by this subchapter shall be noted conspicuously on the front or back of each certificate for outstanding shares or on the information statement required for uncertificated shares by Section 3.205.(b)  The disclosure required by this section must include the sentence, "These shares are subject to the provisions of a shareholders' agreement that may provide for management of the corporation in a manner different than in other corporations and may subject a shareholder to certain obligations or liabilities not otherwise imposed on shareholders in other corporations."(c)  A corporation that has outstanding shares represented by certificates at the time the shareholders of the corporation enter into an agreement under this subchapter shall recall the outstanding certificates and issue substitute certificates that comply with this subchapter.(d)  The failure to note the existence of the agreement on the certificate or information statement does not affect the validity of the agreement or an action taken pursuant to the agreement.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.104 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter C. Shareholders' Agreements|Section 21.104. Effect of Shareholders' Agreement

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.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|