reglab/statecodes huggingface dataset:
2023 Texas Statutes › Business and Commerce Code › Title 99 - Miscellaneous Commercial Provisions › Chapter 2004 - Intrastate Manufacture of Certain Incandescent Light Bulbs › Section 2004.002. Meaning of "Manufactured in This State

Sec. 2004.002.  MEANING OF "MANUFACTURED IN THIS STATE." For the purposes of this chapter, an incandescent light bulb is manufactured in this state if the item is manufactured:
(1)  in this state from materials located in this state; and
(2)  without the inclusion of any part imported from another state other than a generic and insignificant part.
Added by Acts 2011, 82nd Leg., R.S., Ch. 533 (H.B. 2510), Sec. 2, eff. January 1, 2012.
2023 Texas Statutes › Business and Commerce Code › Title 99 - Miscellaneous Commercial Provisions › Chapter 2004 - Intrastate Manufacture of Certain Incandescent Light Bulbs › Section 2004.003. Not Subject to Federal Regulation

Sec. 2004.003.  NOT SUBJECT TO FEDERAL REGULATION.  An incandescent light bulb that is manufactured in this state and remains in this state is not subject to federal law or federal regulation under the authority of the United States Congress to regulate interstate commerce.
Added by Acts 2011, 82nd Leg., R.S., Ch. 533 (H.B. 2510), Sec. 2, eff. January 1, 2012.
2023 Texas Statutes › Business and Commerce Code › Title 99 - Miscellaneous Commercial Provisions › Chapter 2004 - Intrastate Manufacture of Certain Incandescent Light Bulbs › Section 2004.004. Marketing of Light Bulbs

Sec. 2004.004.  MARKETING OF LIGHT BULBS.  An incandescent light bulb manufactured and sold in this state must have the words "Made in Texas" clearly stamped on it.
Added by Acts 2011, 82nd Leg., R.S., Ch. 533 (H.B. 2510), Sec. 2, eff. January 1, 2012.
2023 Texas Statutes › Business and Commerce Code › Title 99 - Miscellaneous Commercial Provisions › Chapter 2004 - Intrastate Manufacture of Certain Incandescent Light Bulbs › Section 2004.005. Attorney General

Sec. 2004.005.  ATTORNEY GENERAL.  On written notification to the attorney general by a resident of this state of the resident's intent to manufacture an incandescent light bulb to which this chapter applies, the attorney general may seek a declaratory judgment from a federal district court in this state that this chapter is consistent with the United States Constitution.
Added by Acts 2011, 82nd Leg., R.S., Ch. 533 (H.B. 2510), Sec. 2, eff. January 1, 2012.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 1 - Definitions and Other General Provisions › Subchapter A. Definitions and Purpose › Section 1.001. Purpose

Sec. 1.001.  PURPOSE.  The purpose of this code is to make the law encompassed by this code more accessible and understandable by:
(1)  rearranging the statutes into a more logical order;
(2)  employing a format and numbering system designed to facilitate citation of the law and to accommodate future expansion of the law;
(3)  eliminating repealed, duplicative, expired, executed, and other ineffective provisions;  and
(4)  restating the law in modern American English to the greatest extent possible.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 1 - Definitions and Other General Provisions › Subchapter A. Definitions and Purpose › Section 1.003. Disinterested Person

Sec. 1.003.  DISINTERESTED PERSON.  (a)  For purposes of this code, a person is disinterested with respect to the approval of a contract, transaction, or other matter, or to the consideration of the disposition of a claim or challenge relating to a contract, transaction, or particular conduct, if the person or the person's associate:
(1)  is not a party to the contract or transaction or materially involved in the conduct that is the subject of the claim or challenge;  and
(2)  does not have a material financial interest in the outcome of the contract or transaction or the disposition of the claim or challenge.
(b)  For purposes of Subsection (a), a person is not materially involved in a contract or transaction that is the subject of a claim or challenge and does not have a material financial interest in the outcome of a contract or transaction or the disposition of a claim or challenge solely because:
(1)  the person was nominated or elected as a governing person by a person who is:
(A)  interested in the contract or transaction;  or
(B)  alleged to have engaged in the conduct that is the subject of the claim or challenge;
(2)  the person receives normal fees or customary compensation, reimbursement for expenses, or benefits as a governing person of the entity;
(3)  the person has a direct or indirect equity interest in the entity;
(4)  the entity has, or its subsidiaries have, an interest in the contract or transaction or was affected by the alleged conduct;
(5)  the person or an associate of the person receives ordinary and reasonable compensation for reviewing, making recommendations regarding, or deciding on the disposition of the claim or challenge;  or
(6)  in the case of a review by the person of the alleged conduct that is the subject of the claim or challenge:
(A)  the person is named as a defendant in the derivative proceeding regarding the matter or as a person who engaged in the alleged conduct;  or
(B)  the person, acting as a governing person, approved, voted for, or acquiesced in the act being challenged if the act did not result in a material personal or financial benefit to the person and the challenging party fails to allege particular facts that, if true, raise a significant prospect that the governing person would be held liable to the entity or its owners or members as a result of the conduct.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 1 - Definitions and Other General Provisions › Subchapter A. Definitions and Purpose › Section 1.005. Conspicuous Information

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.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 1 - Definitions and Other General Provisions › Subchapter A. Definitions and Purpose › Section 1.006. Synonymous Terms

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:
(1)  a reference to "articles of incorporation," "articles of organization," "articles of association," "certificate of limited partnership," and "charter" includes a "certificate of formation";
(2)  a reference to "authorized capital stock" includes "authorized shares";
(3)  a reference to "capital stock" includes "authorized and issued shares," "issued share," and "stated capital";
(4)  a reference to a "certificate of registration," "certificate of authority," and "permit to do business" includes "registration";
(5)  a reference to "stock" and "shares of stock" includes "shares";
(6)  a reference to "stockholder" includes "shareholder";
(7)  a reference to "no par stock" includes "shares without par value";
(8)  a reference to "paid-up capital" includes "stated capital";
(9)  a reference to "articles of merger" includes a "certificate of merger";
(10)  a reference to "articles of exchange" includes a "certificate of exchange";
(11)  a reference to "articles of conversion" includes a "certificate of conversion";
(12)  a reference to "articles of amendment" includes a "certificate of amendment";
(13)  a reference to "articles of dissolution" or "certificate of cancellation" includes a "certificate of termination";
(14)  a reference to "incorporator" includes an "organizer";
(15)  a reference to "certificate of authority to transact business" includes a "registration to transact business";
(16)  a reference to "regulations" in connection with a limited liability company includes a "company agreement"; and
(17)  a reference to "business corporation" includes a "for-profit corporation."
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 2, eff. January 1, 2006.
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 2, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 1 - Definitions and Other General Provisions › Subchapter A. Definitions and Purpose › Section 1.007. Signing of Document or Other Writing

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.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 3, eff. January 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 1 - Definitions and Other General Provisions › Subchapter A. Definitions and Purpose › Section 1.008. Short Titles

Sec. 1.008.  SHORT TITLES.  (a)  The provisions of this code as described by this section may be cited as provided by this section.
(b)  The provisions of Title 2 and the provisions of Title 1 to the extent applicable to corporations may be cited as the "Texas Corporation Law."
(c)  The provisions of Chapters 20 and 21 and the provisions of Title 1 to the extent applicable to for-profit corporations may be cited as the "Texas For-Profit Corporation Law."
(d)  The provisions of Chapters 20 and 22 and the provisions of Title 1 to the extent applicable to nonprofit corporations may be cited as the "Texas Nonprofit Corporation Law."
(e)  The provisions of Title 3 and the provisions of Title 1 to the extent applicable to limited liability companies may be cited as the "Texas Limited Liability Company Law."
(f)  The provisions of Chapters 151, 152, and 154 and the provisions of Title 1 to the extent applicable to general partnerships may be cited as the "Texas General Partnership Law."
(g)  The provisions of Chapters 151, 153, and 154 and the provisions of Title 1 and Chapter 152 to the extent applicable to limited partnerships may be cited as the "Texas Limited Partnership Law."
(h)  The provisions of Title 5 and the provisions of Title 1 and Chapters 20 and 21 to the extent applicable to real estate investment trusts may be cited as the "Texas Real Estate Investment Trust Law."
(i)  The provisions of Chapter 251 and the provisions of Title 1 and Chapters 20 and 22 to the extent applicable to cooperative associations may be cited as the "Texas Cooperative Association Law."
(j)  The provisions of Title 7 and the provisions of Titles 1, 2, and 3 to the extent applicable to professional entities may be cited as the "Texas Professional Entities Law."
(k)  The provisions of Chapter 252 may be cited as the "Uniform Unincorporated Nonprofit Association Act."
(l)  The provisions of Chapters 301 and 302 and the provisions of Chapters 20 and 21 and Title 1 to the extent applicable to professional associations may be cited as the "Texas Professional Association Law."
(m)  The provisions of Chapters 301 and 303 and the provisions of Chapters 20 and 21 and Title 1 to the extent applicable to professional corporations may be cited as the "Texas Professional Corporation Law."
(n)  The provisions of Chapters 301 and 304 and the provisions of Titles 1 and 3 to the extent applicable to professional limited liability companies may be cited as the "Texas Professional Limited Liability Company Law."
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. 3, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 1 - Definitions and Other General Provisions › Subchapter A. Definitions and Purpose › Section 1.009. Dollars as Monetary Units

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.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 1 - Definitions and Other General Provisions › Subchapter B. Code Construction › Section 1.051. Construction of 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.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 1 - Definitions and Other General Provisions › Subchapter B. Code Construction › Section 1.052. Reference in Law to Statute Revised by 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.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 1 - Definitions and Other General Provisions › Subchapter B. Code Construction › Section 1.053. Applicability to Foreign and Interstate Affairs

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.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 1 - Definitions and Other General Provisions › Subchapter B. Code Construction › Section 1.054. Reservation of Power

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.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 1 - Definitions and Other General Provisions › Subchapter B. Code Construction › Section 1.055. Doctrine of Independent Legal Significance

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.
Added by Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 2, eff. September 1, 2023.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 1 - Definitions and Other General Provisions › Subchapter C. Determination of Applicable Law › Section 1.101. Domestic Filing Entities

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.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 1 - Definitions and Other General Provisions › Subchapter C. Determination of Applicable Law › Section 1.102. Foreign Filing Entities

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.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 1 - Definitions and Other General Provisions › Subchapter C. Determination of Applicable Law › Section 1.103. Entities Not Formed by Filing Instrument

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.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 1 - Definitions and Other General Provisions › Subchapter C. Determination of Applicable Law › Section 1.104. Law Applicable to Liability

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.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 1 - Definitions and Other General Provisions › Subchapter C. Determination of Applicable Law › Section 1.105. Internal Affairs

Sec. 1.105.  INTERNAL AFFAIRS.  For purposes of this code, the internal affairs of an entity include:
(1)  the rights, powers, and duties of its governing authority, governing persons, officers, owners, and members;  and
(2)  matters relating to its membership or ownership interests.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 1 - Definitions and Other General Provisions › Subchapter C. Determination of Applicable Law › Section 1.106. Order of Precedence

Sec. 1.106.  ORDER OF PRECEDENCE.  (a)  This title applies to all domestic entities and foreign entities to the extent provided by this title.
(b)  Each title of this code, other than this title, applies to a different type of entity to the extent provided by that title.
(c)  If a provision of this title conflicts with a provision in another title of this code, the provision of the other title supersedes the provision of this title.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 2 - Purposes and Power of Domestic Entity › Subchapter A. Purposes of Domestic Entity › Section 2.001. General Scope of Permissible Purposes

Sec. 2.001.  GENERAL SCOPE OF PERMISSIBLE PURPOSES.  A domestic entity has any lawful purpose or purposes, unless otherwise provided by this code.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 2 - Purposes and Power of Domestic Entity › Subchapter A. Purposes of Domestic Entity › Section 2.002. Purposes of Nonprofit Entity

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:
(1)  serving charitable, benevolent, religious, eleemosynary, patriotic, civic, missionary, educational, scientific, social, fraternal, athletic, aesthetic, agricultural, and horticultural purposes;
(2)  operating or managing a professional, commercial, or trade association or labor union;
(3)  providing animal husbandry;  or
(4)  operating on a nonprofit cooperative basis for the benefit of its members.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 2 - Purposes and Power of Domestic Entity › Subchapter A. Purposes of Domestic Entity › Section 2.003. General Prohibited Purposes

Sec. 2.003.  GENERAL PROHIBITED PURPOSES.  A domestic entity may not:
(1)  engage in a business or activity that:
(A)  is expressly unlawful or prohibited by a law of this state; or
(B)  cannot lawfully be engaged in by that entity under state law; or
(2)  operate as a:
(A)  bank;
(B)  trust company;
(C)  savings association;
(D)  insurance company;
(E)   cemetery organization, except as authorized by Chapter 711, 712, or 715, Health and Safety Code; or
(F)  abstract or title company governed by Title 11, Insurance Code.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 728 (H.B. 2018), Sec. 11.103, eff. January 1, 2006.
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 4, eff. September 1, 2007.
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 2, eff. September 1, 2009.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 2 - Purposes and Power of Domestic Entity › Subchapter A. Purposes of Domestic Entity › Section 2.004. Limitation on Purposes of Professional Entity

Sec. 2.004.  LIMITATION ON PURPOSES OF PROFESSIONAL ENTITY.  Except as provided in Title 7, a professional entity may engage in only:
(1)  one type of professional service, unless the entity is expressly authorized to provide more than one type of professional service under state law regulating the professional services;  and
(2)  services ancillary to that type of professional service.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 2 - Purposes and Power of Domestic Entity › Subchapter A. Purposes of Domestic Entity › Section 2.005. Limitation in Governing Documents

Sec. 2.005.  LIMITATION IN GOVERNING DOCUMENTS.  The governing documents of a domestic entity may contain limitations on the entity's purposes.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 2 - Purposes and Power of Domestic Entity › Subchapter A. Purposes of Domestic Entity › Section 2.007. Additional Prohibited Activities of For-Profit Corporation

Sec. 2.007.  ADDITIONAL PROHIBITED ACTIVITIES OF FOR-PROFIT CORPORATION.  A for-profit corporation may not:
(1)  operate a cooperative association, limited cooperative association, or labor union;
(2)  transact a combination of the businesses of:
(A)  raising cattle and owning land for the raising of cattle, other than operating and owning feedlots and feeding cattle; and
(B)  operating stockyards and slaughtering, refrigerating, canning, curing, or packing meat;
(3)  engage in a combination of:
(A)  the petroleum oil producing business in this state; and
(B)  the oil pipeline business in this state other than through stock ownership in a for-profit corporation engaged in the oil pipeline business and other than the ownership or operation of private pipelines in and about the corporation's refineries, fields, or stations; or
(4)  engage in a business or activity that may not be engaged in by a for-profit corporation without first obtaining a license under the laws of this state and a license to engage in that business or activity cannot lawfully be granted to the corporation.
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. 5, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 2 - Purposes and Power of Domestic Entity › Subchapter A. Purposes of Domestic Entity › Section 2.008. Nonprofit Corporations

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.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 2 - Purposes and Power of Domestic Entity › Subchapter A. Purposes of Domestic Entity › Section 2.009. Permissible Purpose of Nonprofit Corporation Related to Organized Labor

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.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 2 - Purposes and Power of Domestic Entity › Subchapter A. Purposes of Domestic Entity › Section 2.010. Prohibited Activities of Nonprofit Corporation

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:
(1)  engage in or operate as a group hospital service, rural credit union, agricultural and livestock pool, mutual loan corporation, cooperative association under Chapter 251, cooperative credit association, farmers' cooperative society, Co-operative Marketing Act corporation, rural electric cooperative corporation, telephone cooperative corporation, or fraternal organization operating under the lodge system and incorporated under Subchapter C, Chapter 23;
(2)  engage in water supply or sewer service except as an entity incorporated under Chapter 67, Water Code; or
(3)  engage in a business or activity that may not be engaged in by a nonprofit corporation without first obtaining a license under the laws of this state and a license to engage in that business or activity cannot lawfully be granted to the corporation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 4, eff. January 1, 2006.
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 6, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 2 - Purposes and Power of Domestic Entity › Subchapter A. Purposes of Domestic Entity › Section 2.011. Purposes of Cooperative Association

Sec. 2.011.  PURPOSES OF COOPERATIVE ASSOCIATION.  (a)  A person may organize a cooperative association under this code to acquire, produce, build, operate, manufacture, furnish, exchange, or distribute any type of property, commodities, goods, or services for the primary and mutual benefit of the members of the cooperative association.
(b)  A cooperative association may not be organized to:
(1)  serve or function as a health maintenance organization;
(2)  furnish medical or health care;  or
(3)  employ or contract with a health care provider in a manner prohibited by the statute under which the provider is licensed.
(c)  A cooperative association may not directly or indirectly engage in a health maintenance organization or a prepaid legal service corporation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 2 - Purposes and Power of Domestic Entity › Subchapter A. Purposes of Domestic Entity › Section 2.012. Limitation on Purposes of Real Estate Investment Trust

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.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 2 - Purposes and Power of Domestic Entity › Subchapter B. Powers of Domestic Entity › Section 2.102. Additional Powers of Nonprofit Entity or Institution

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.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 2 - Purposes and Power of Domestic Entity › Subchapter B. Powers of Domestic Entity › Section 2.103. Power to Incur Indebtedness

Sec. 2.103.  POWER TO INCUR INDEBTEDNESS.  (a)  Unless otherwise provided by its governing documents or this code, a domestic entity may create indebtedness for any consideration the entity considers appropriate, including:
(1)  cash;
(2)  property;
(3)  a contract to receive property;
(4)  a debt or other obligation of the entity or of another person;
(5)  services performed or a contract for services to be performed;  or
(6)  a direct or indirect benefit realized by the entity.
(b)  In the absence of fraud in the transaction, the judgment of the governing authority of a domestic entity as to the value of the consideration received by the entity for indebtedness is conclusive.
(c)  The consideration for the indebtedness may be received either directly or indirectly by the domestic entity, including by a domestic or foreign organization that is wholly or partially owned, directly or indirectly, by the domestic entity.
(d)  This section does not apply to indebtedness created by a domestic entity that is incurred by reason of the authorization or payment of a distribution.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 2 - Purposes and Power of Domestic Entity › Subchapter B. Powers of Domestic Entity › Section 2.104. Power to Make Guaranties

Sec. 2.104.  POWER TO MAKE GUARANTIES.  (a)  In this section, "guaranty" means a guaranty, mortgage, pledge, security agreement, or other agreement making the domestic entity or its assets liable for another person's contract, security, or other obligation.
(b)  Unless otherwise provided by its governing documents or this code, a domestic entity may:
(1)  make a guaranty on behalf of a parent, subsidiary, or affiliate of the entity;  or
(2)  make a guaranty of the indebtedness of another person if the guaranty may reasonably be expected directly or indirectly to benefit the entity.
(c)  For purposes of Subsection (b)(2), a decision by the governing authority of the domestic entity that a guaranty may reasonably be expected to benefit the entity is conclusive and not subject to attack by any person, except:
(1)  a guaranty may not be enforced by a person who participated in a fraud on the domestic entity resulting in the making of the guaranty or by a person who had notice of that fraud at the time the person acquired rights under the guaranty;
(2)  a proposed guaranty may be enjoined at the request of an owner of the domestic entity on the ground that the guaranty cannot reasonably be expected to benefit the domestic entity;  or
(3)  the domestic entity, whether acting directly or through a receiver, trustee, or other legal representative, or through an owner on behalf of the domestic entity, may bring suit for damages against the managerial officials, owners, or members who authorized the guaranty on the ground that the guaranty could not reasonably be expected to benefit the domestic entity.
(d)  This section does not:
(1)  apply to a domestic entity governed by the Insurance Code;  or
(2)  authorize a domestic entity that is not governed by the Insurance Code to engage in a business or transaction regulated by the Insurance Code.
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. 8, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 2 - Purposes and Power of Domestic Entity › Subchapter B. Powers of Domestic Entity › Section 2.105. Additional Powers of Certain Pipeline Businesses

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.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 2 - Purposes and Power of Domestic Entity › Subchapter B. Powers of Domestic Entity › Section 2.106. Power of Nonprofit Corporation to Serve as Trustee

Sec. 2.106.  POWER OF NONPROFIT CORPORATION TO SERVE AS TRUSTEE.  (a)  A nonprofit corporation that is described by Section 501(c)(3) or 170(c), Internal Revenue Code, or a corresponding provision of a subsequent federal tax law, or a nonprofit corporation listed by the Internal Revenue Service in the Cumulative List of Organizations Described in Section 170(c) of the Internal Revenue Code of 1986, I.R.S. Publication 78, or any successor I.R.S. publication, may serve as the trustee of a trust:
(1)  of which the nonprofit corporation is a beneficiary;  or
(2)  benefiting another organization described by one of those sections of the Internal Revenue Code, or a corresponding provision of a subsequent federal tax law, or listed by the Internal Revenue Service in the Cumulative List of Organizations Described in Section 170(c) of the Internal Revenue Code of 1986, I.R.S. Publication 78, or any successor I.R.S. publication.
(b)  Any corporation (or person or entity assisting such corporation) described in this section shall have immunity from suit (including both a defense to liability and the right not to bear the cost, burden, and risk of discovery and trial) as to any claim alleging that the corporation's role as trustee of a trust described in this section constitutes engaging in the trust business in a manner requiring a state charter as defined in Section 181.002(a)(9), Finance Code.  An interlocutory appeal may be taken if a court denies or otherwise fails to grant a motion for summary judgment that is based on an assertion of the immunity provided in this subsection.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 2 - Purposes and Power of Domestic Entity › Subchapter B. Powers of Domestic Entity › Section 2.107. Standard Tax Provisions for Certain Charitable Nonprofit Corporations; Power to Exclude

Sec. 2.107.  STANDARD TAX PROVISIONS FOR CERTAIN CHARITABLE NONPROFIT CORPORATIONS;  POWER TO EXCLUDE.  (a)  Notwithstanding any conflicting provision of this chapter, Chapter 3, or the certificate of formation and except as provided by Subsection (b), the certificate of formation of each corporation that is a private foundation as defined by Section 509, Internal Revenue Code, is considered to contain the following provisions:  "The corporation shall make distributions at the time and in the manner as not to subject it to tax under Section 4942 of the Internal Revenue Code of 1986;  the corporation shall not engage in any act of self-dealing which would be subject to tax under Section 4941 of the Code;  the corporation shall not retain any excess business holdings which would subject it to tax under Section 4943 of the Code;  the corporation shall not make any investments which would subject it to tax under Section 4944 of the Code;  and the corporation shall not make any taxable expenditures which would subject it to tax under Section 4945 of the Code."
(b)  A nonprofit corporation described by Subsection (a) may amend the certificate of formation of the corporation to expressly exclude the application of Subsection (a).
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 2 - Purposes and Power of Domestic Entity › Subchapter B. Powers of Domestic Entity › Section 2.108. Powers of Professional Association

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.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 2 - Purposes and Power of Domestic Entity › Subchapter B. Powers of Domestic Entity › Section 2.109. Powers of Professional Corporation

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.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 2 - Purposes and Power of Domestic Entity › Subchapter B. Powers of Domestic Entity › Section 2.110. Powers of Cooperative Association

Sec. 2.110.  POWERS OF COOPERATIVE ASSOCIATION.  (a)  Except as provided by Chapter 251, a cooperative association may exercise the same powers and privileges and is subject to the same duties, restrictions, and liabilities as a nonprofit corporation.
(b)  A cooperative association may:
(1)  own and hold membership in other associations or corporations;
(2)  own and hold share capital of other associations or corporations;
(3)  own and exercise ownership rights in bonds or other obligations;
(4)  make agreements of mutual aid or federation with other associations, other groups organized on a cooperative basis, or other nonprofit groups;  and
(5)  deliver money to a scholarship fund for rural students.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 2 - Purposes and Power of Domestic Entity › Subchapter B. Powers of Domestic Entity › Section 2.111. Limitation on Powers of Cooperative Association

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.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 2 - Purposes and Power of Domestic Entity › Subchapter B. Powers of Domestic Entity › Section 2.112. Stated Powers in Subchapter Sufficient

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.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 2 - Purposes and Power of Domestic Entity › Subchapter B. Powers of Domestic Entity › Section 2.113. Limitation on Powers

Sec. 2.113.  LIMITATION ON POWERS.  (a)  This subchapter does not authorize a domestic entity or a managerial official of a domestic entity to exercise a power in a manner inconsistent with a limitation on the purposes or powers of the entity contained in its governing documents, this code, or other law of this state.
(b)  This code does not authorize any action in violation of the antitrust laws of this state.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 2 - Purposes and Power of Domestic Entity › Subchapter B. Powers of Domestic Entity › Section 2.114. Certificated Indebtedness; Manner of Issuance; Signature and Seal

Sec. 2.114.  CERTIFICATED INDEBTEDNESS;  MANNER OF ISSUANCE;  SIGNATURE AND SEAL.  (a)  Except as otherwise provided by the governing documents of the domestic entity, this code, or other law, on the issuance by a domestic entity of a bond, debenture, or other evidence of indebtedness in certificated form, the seal of the entity, if the entity has adopted a seal, may be a facsimile that may be engraved or printed on the certificate.
(b)  Except as otherwise provided by the governing documents of the domestic entity, this code, or other law, if a security described by Subsection (a) is authenticated with the manual signature of an authorized officer of the domestic entity or an authorized officer or representative, to the extent permitted by law, of a transfer agent or trustee appointed or named by an indenture of trust or other agreement under which the security is issued, the signature of any officer of the domestic entity may be a facsimile signature.
(c)  A security described by Subsection (a) that contains the manual or facsimile signature of a person who is no longer an officer when the security is delivered by the entity may be adopted, issued, and delivered by the entity in the same manner and to the same extent as if the person had remained an officer of the entity.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 2 - Purposes and Power of Domestic Entity › Subchapter B. Powers of Domestic Entity › Section 2.115. Choice of Forum Provisions

Sec. 2.115.  CHOICE OF FORUM PROVISIONS.  (a)  In this section, "internal entity claim" means a claim of any nature, including a derivative claim in the right of an entity, that is based on, arises from, or relates to the internal affairs of the entity, as defined by Section 1.105.
(b)  The governing documents of a domestic entity may require, consistent with applicable state and federal jurisdictional requirements, that any internal entity claims shall be brought only in a court in this state.
Added by Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 2, eff. September 1, 2021.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 3 - Formation and Governance › Subchapter A. Formation, Existence, and Certificate of Formation › Section 3.001. Formation and Existence of Filing Entities

Sec. 3.001.  FORMATION AND EXISTENCE OF FILING ENTITIES.  (a)  Subject to the other provisions of this code, to form a filing entity, a certificate of formation complying with Sections 3.003, 3.004, and 3.005 must be filed in accordance with Chapter 4.
(b)  The filing of a certificate of formation described by Subsection (a) may be included in a filing under Chapter 10.
(c)  The existence of a filing entity commences when the filing of the certificate of formation takes effect as provided by Chapter 4.
(d)  Except in a proceeding by the state to terminate the existence of a filing entity, an acknowledgment of the filing of a certificate of formation issued by the filing officer is conclusive evidence of:
(1)  the formation and existence of the filing entity;
(2)  the satisfaction of all conditions precedent to the formation of the filing entity;  and
(3)  the authority of the filing entity to transact business in this state.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 3 - Formation and Governance › Subchapter A. Formation, Existence, and Certificate of Formation › Section 3.002. Formation and Existence of Nonfiling Entities

Sec. 3.002.  FORMATION AND EXISTENCE OF NONFILING ENTITIES.  The requirements for the formation of and the determination of the existence of a nonfiling entity are governed by the title of this code that applies to that entity.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 3 - Formation and Governance › Subchapter A. Formation, Existence, and Certificate of Formation › Section 3.003. Duration

Sec. 3.003.  DURATION.  A domestic entity exists perpetually unless otherwise provided in the governing documents of the entity.  A domestic entity may be terminated in accordance with this code or the Tax Code.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 3 - Formation and Governance › Subchapter A. Formation, Existence, and Certificate of Formation › Section 3.004. Organizers

Sec. 3.004.  ORGANIZERS.  (a)  Any person having the capacity to contract for the person or for another may be an organizer of a filing entity.
(b)  Each organizer of a filing entity must sign the certificate of formation of the filing entity, except that:
(1)  each general partner must sign the certificate of formation of a domestic limited partnership;  and
(2)  each trust manager must sign and acknowledge before an officer who is authorized by law to take acknowledgment of a deed the certificate of formation of a domestic real estate investment trust.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.