reglab/statecodes huggingface dataset:
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 6 - Meetings and Voting for Domestic Entities › Subchapter A. Meetings › Section 6.002. Alternative Forms of Meetings

Sec. 6.002.  ALTERNATIVE FORMS OF MEETINGS.  (a)  Subject to this code and the governing documents of a domestic entity, the owners, members, or governing persons of the entity, or a committee of the owners, members, or governing persons, may hold meetings by using a conference telephone or similar communications equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination, if the telephone or other equipment or system permits each person participating in the meeting to communicate with all other persons participating in the meeting.
(b)  If voting is to take place at the meeting, the entity must:
(1)  implement reasonable measures to verify that every person voting at the meeting by means of remote communications is sufficiently identified;  and
(2)  keep a record of any vote or other action taken.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 6 - Meetings and Voting for Domestic Entities › Subchapter A. Meetings › Section 6.003. Participation Constitutes Presence

Sec. 6.003.  PARTICIPATION CONSTITUTES PRESENCE.  A person participating in a meeting is considered present at the meeting, unless the participation is for the express purpose of objecting to the transaction of business at the meeting on the ground that the meeting has not been lawfully called or convened.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 6 - Meetings and Voting for Domestic Entities › Subchapter B. Notice of Meetings › Section 6.051. General Notice Requirements

Sec. 6.051.  GENERAL NOTICE REQUIREMENTS.  (a)  Subject to this code and the governing documents of the entity, notice of a meeting of the owners, members, or governing persons of a domestic entity, or a committee of the owners, members, or governing persons, must:
(1)  be given in the manner determined by the governing authority of the entity; and
(2)  state  the date and time of the meeting and:
(A)  if the meeting is not held solely by using a conference telephone or other communications system authorized by Section 6.002, the location of the meeting; or
(B)  if the meeting is held solely or in part by using a conference telephone or other communications system authorized by Section 6.002, the form of communications system to be used for the meeting and the means of accessing the communications system.
(b)  Subject to this code and the governing documents of a domestic entity, notice of a meeting that is:
(1)  mailed is considered to be given on the date notice is deposited in the United States mail with postage paid in an envelope addressed to the person at the person's address as it appears on the ownership or membership records of the entity; and
(2)  transmitted by facsimile or electronic message is considered to be given when the facsimile or electronic message is transmitted to a facsimile number or an electronic message address provided by the person, or to which the person consents, for the purpose of receiving notice.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 16, eff. January 1, 2006.
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 30, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 6 - Meetings and Voting for Domestic Entities › Subchapter B. Notice of Meetings › Section 6.052. Waiver of Notice

Sec. 6.052.  WAIVER OF NOTICE.  (a)  Notice of a meeting is not required to be given to an owner, member, or governing person of a domestic entity, or a member of a committee of the owners, members, or governing persons, entitled to notice under this code or the governing documents of the entity if the person entitled to notice signs a written waiver of notice of the meeting, regardless of whether the waiver is signed before or after the time of the meeting.
(b)  If a person entitled to notice of a meeting participates in or attends the meeting, the person's participation or attendance constitutes a waiver of notice of the meeting unless the person participates in or attends the meeting solely to object to the transaction of business at the meeting on the ground that the meeting was not lawfully called or convened.
(c)  Unless required by the certificate of formation or the  governing documents, the business to be transacted at a meeting of the owners, members, or governing persons of a domestic entity, or the members of a committee of the governing persons, or the purpose of such a meeting, is not required to be specified in a written waiver of notice of the meeting.
(d)  The participation or attendance at a meeting of a person entitled to notice of the meeting constitutes a waiver by the person of notice of a particular matter at the meeting that is not included in the purposes or business of the meeting described in the notice unless the person objects to considering the matter when it is presented.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 17, eff. January 1, 2006.
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 7, eff. September 1, 2009.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 6 - Meetings and Voting for Domestic Entities › Subchapter B. Notice of Meetings › Section 6.053. Exception

Sec. 6.053.  EXCEPTION.  (a)  Notice of a meeting is not required to be given to an owner or member of a filing entity entitled to notice under this code or the governing documents of the entity if either of the following is mailed to the person entitled to notice of the meeting to the person's address as it appears on the ownership or membership transfer records of the entity and is returned undeliverable:
(1)  notice of two consecutive annual meetings and notice of any meeting held during the period between the two annual meetings;  or
(2)  all, but in no event less than two, payments of distribution or interest on securities during a 12-month period if the payments are sent by first class mail.
(b)  Notice of a meeting is not required to be given to an owner or member entitled to notice under this code or the governing documents of a filing entity the notice requirements of which are subject to the Securities Exchange Act of 1934, as amended (15 U.S.C. Section 78a et seq.), if the person entitled to notice of the meeting is considered a lost security holder under that Act and the regulations adopted under that Act.
(c)  An action taken or a meeting held without giving notice to a person not entitled to notice under this section has the same force and effect as if notice had been given to the person.
(d)  A certificate or other document filed with the filing officer as a result of a meeting held or an action taken by a filing entity without giving notice of the meeting or action to a person not entitled to notice under this section may state that notice of the meeting or action was given to each person entitled to notice.
(e)  Notice of a meeting must be given to a person not entitled to notice of the meeting under this section if the person delivers to the filing entity a written notice of the person's address.
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. 31, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 6 - Meetings and Voting for Domestic Entities › Subchapter C. Record Dates › Section 6.101. Record Date for Purpose Other Than Written Consent to Action

Sec. 6.101.  RECORD DATE FOR PURPOSE OTHER THAN WRITTEN CONSENT TO ACTION.  (a)  Subject to this code, the governing documents of a domestic entity may provide the record date, or the manner of determining the record date, for:
(1)  determining the owners or members of the entity entitled to:
(A)  receive notice of a meeting of the owners or members;
(B)  vote at a meeting of the owners or members or at any adjournment of a meeting;  or
(C)  receive a distribution from the entity other than a distribution involving a purchase or redemption by the entity of the entity's own securities;  or
(2)  any other proper purpose other than for determining the owners or members entitled to consent to action without a meeting of the owners or members.
(b)  Subject to this code and the governing documents of a domestic entity, the governing authority of the entity, in advance, may provide a record date for determining the owners or members of the entity, except that the date may not be earlier than the 60th day before the date the action requiring the determination of owners or members is originally to be taken.
(c)  Subject to this code and the governing documents of a domestic entity, the governing authority of the entity may provide for the closing of the ownership or membership transfer records of the entity for a period of not longer than 60 days to determine the owners or members of the entity for a purpose described by Subsection (a).
(d)  If the owners or members of a domestic entity are not otherwise determined under this section, the record date for determining the owners or members of a domestic entity is the date on which:
(1)  notice of the meeting is given to the owners or members entitled to notice of the meeting; or
(2)  with respect to a distribution, other than a distribution involving a purchase or redemption by the domestic entity of any of its own securities, the governing authority adopts the resolution declaring the distribution.
(e)  The record date for a meeting applies to any adjournment of the meeting unless:
(1)  the owners or members entitled to vote are determined under Subsection (c);  and
(2)  the period during which the transfer records are closed expires.
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. 32, eff. September 1, 2007.
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 2, eff. September 1, 2011.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 6 - Meetings and Voting for Domestic Entities › Subchapter C. Record Dates › Section 6.102. Record Date for Written Consent to Action

Sec. 6.102.  RECORD DATE FOR WRITTEN CONSENT TO ACTION.  (a)  Subject to this code and the governing documents of a domestic entity, the governing authority of the domestic entity may provide the record date for determining the owners or members of the domestic entity entitled to written consent to action without a meeting of the owners or members unless a record date is provided under Section 6.101 for that action.  The record date may not be earlier than the date the governing authority adopts the resolution providing for the record date.
(b)  Subject to this code and the governing documents of a domestic entity, the record date for determining the owners or members of the domestic entity entitled to written consent to action without a meeting of the owners or members is the date a signed written consent to action stating the action taken or proposed to be taken is first delivered to the domestic entity if:
(1)  the governing authority of the domestic entity does not provide a record date under Subsection (a); and
(2)  prior action by the governing authority is not required under this code.
(c)  Subject to this code or the governing documents of a domestic entity, the record date for determining the owners or members of the domestic entity entitled to written consent to action without a meeting of the owners or members is at the close of business on the date the governing authority of the domestic entity adopts a resolution taking prior action if:
(1)  the governing authority does not provide a record date under Subsection (a); and
(2)  prior action by the governing authority is required by this 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. 33, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 6 - Meetings and Voting for Domestic Entities › Subchapter C. Record Dates › Section 6.103. Record Date for Suspended Distributions

Sec. 6.103.  RECORD DATE FOR SUSPENDED DISTRIBUTIONS.  (a)  In this section, "distribution" includes a distribution that:
(1)  was payable to an owner or member but not paid and was held in suspension by the entity making the distribution;  or
(2)  is paid or delivered by the entity making the distribution into an escrow account or to a trustee or custodian.
(b)  A distribution made by a domestic entity shall be payable by the entity, or an escrow agent, trustee, or custodian of the distribution, to the owner or member determined on the record date for the distribution as provided by this subchapter.
(c)  The right to a distribution under this section may be transferred by contract, by operation of law, or under the laws of descent and distribution.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 6 - Meetings and Voting for Domestic Entities › Subchapter D. Voting of Ownership Interests › Section 6.151. Manner of Voting of Interests

Sec. 6.151.  MANNER OF VOTING OF INTERESTS.  Subject to the title governing the domestic entity, voting of interests of a domestic entity must be conducted in the manner provided by the governing documents 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 6 - Meetings and Voting for Domestic Entities › Subchapter D. Voting of Ownership Interests › Section 6.152. Voting of Interests Owned by Entity

Sec. 6.152.  VOTING OF INTERESTS OWNED BY ENTITY.  (a)  Except as provided by Subsection (b), an ownership interest owned by the domestic entity that is the issuer of the interest, or by its direct or indirect subsidiary, may not be:
(1)  directly or indirectly voted at a meeting; or
(2)  included in determining at any time the total number of outstanding ownership interests of the domestic entity.
(b)  This section does not preclude a domestic or foreign entity from voting an ownership interest, including an interest in the entity, held or controlled by the entity in a fiduciary capacity or for which the entity otherwise exercises voting power in a fiduciary capacity.
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. 34, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 6 - Meetings and Voting for Domestic Entities › Subchapter D. Voting of Ownership Interests › Section 6.153. Voting of Interests Owned by Another Entity

Sec. 6.153.  VOTING OF INTERESTS OWNED BY ANOTHER ENTITY.  An ownership interest in a domestic entity owned by another entity, whether a domestic or foreign entity, may be voted by the officer, agent, or proxy as authorized by:
(1)  the governing documents of the entity that owns the interest; or
(2)  the governing authority of the entity that owns the interest, if the governing documents do not provide for the manner of voting.
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. 35, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 6 - Meetings and Voting for Domestic Entities › Subchapter D. Voting of Ownership Interests › Section 6.154. Voting of Interests in an Estate or Trust

Sec. 6.154.  VOTING OF INTERESTS IN AN ESTATE OR TRUST.  (a)  An administrator, executor, guardian, or conservator of an estate who holds an ownership interest as part of the estate may vote the interest, in person or by proxy, without transferring the interest into the person's name.
(b)  An ownership interest in the name of a trust may be voted in person or by proxy by:
(1)  the trustee;  or
(2)  a person authorized to act on behalf of the trust by the trust agreement or the trustee.
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. 36, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 6 - Meetings and Voting for Domestic Entities › Subchapter D. Voting of Ownership Interests › Section 6.155. Voting of Interests by Receiver

Sec. 6.155.  VOTING OF INTERESTS BY RECEIVER.  (a)  A receiver may vote an ownership interest standing in the name of the receiver.
(b)  A receiver may vote an ownership interest held by or under the control of the receiver without transferring the interest into the receiver's name if the court appointing the receiver authorizes the receiver to vote the interest.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 6 - Meetings and Voting for Domestic Entities › Subchapter D. Voting of Ownership Interests › Section 6.156. Voting of Pledged Interests

Sec. 6.156.  VOTING OF PLEDGED INTERESTS.  A pledged ownership interest may be voted by:
(1)  the owner of the pledged interest until the interest is transferred into the pledgee's name;  and
(2)  the pledgee after the pledged interest is transferred into the pledgee's name.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 6 - Meetings and Voting for Domestic Entities › Subchapter D. Voting of Ownership Interests › Section 6.157. Voting of Jointly Held Ownership Interests

Sec. 6.157.  VOTING OF JOINTLY HELD OWNERSHIP INTERESTS.  (a)  In this section, "jointly held ownership interest" means:
(1)  an ownership interest that is held of record in the names of two or more persons, whether fiduciaries, joint tenants, tenants in common, or otherwise; or
(2)  an ownership interest for which two or more persons have the right to vote the interest under Section 6.154.
(b)  A jointly held ownership interest may be voted by:
(1)  for a jointly held ownership interest as defined by Subsection (a)(1), any one of the record owners; or
(2)  for a jointly held ownership interest as defined by Subsection (a)(2), any one of the persons having the right to vote the interest, as described by Section 6.154.
(c)  If a jointly held ownership interest is voted by more than one person as described by Subsection (b), the act of a majority of the persons voting binds all of the record owners or persons having the right to vote the interest.
(d)  If a jointly held ownership interest is voted by more than one person as described by Subsection (b), and the votes of the persons are evenly split on any particular matter, each faction may vote the interest proportionately.
(e)  Subsection (b), (c), or (d) does not apply if the secretary or other person tabulating votes on the entity's behalf has a good faith belief, based on written information the person received regarding rights or obligations with respect to voting the jointly held ownership interest, that reliance on Subsection (b), (c), or (d), as applicable, is unwarranted.
Added by Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 3, eff. September 1, 2017.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 6 - Meetings and Voting for Domestic Entities › Subchapter E. Action by Written Consent › Section 6.203. Delivery of Less Than Unanimous Written Consent

Sec. 6.203.  DELIVERY OF LESS THAN UNANIMOUS WRITTEN CONSENT.  (a)  A written consent signed by an owner or member of a filing entity as provided by Section 6.202, if the consent is not solicited on behalf of the entity or its governing authority, must be delivered by hand or certified or registered mail, return receipt requested, or by other means specified in the governing documents, to:
(1)  the entity's registered office or principal executive office or place of business;  or
(2)  the managerial official or agent of the entity having custody of the entity's records of meetings of owners or members.
(b)  A consent delivered to an entity's principal executive office or place of business under Subsection (a)(1) must be addressed to the chief managerial official of the entity or, if the entity does not have a chief managerial official, the governing authority 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 6 - Meetings and Voting for Domestic Entities › Subchapter E. Action by Written Consent › Section 6.204. Advance Notice Not Required

Sec. 6.204.  ADVANCE NOTICE NOT REQUIRED.  Any advance notice required by this code for an action to be taken at a meeting is not required to be given to take the action by written consent as provided by this subchapter.
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. 37, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 6 - Meetings and Voting for Domestic Entities › Subchapter E. Action by Written Consent › Section 6.205. Reproduction or Electronic Transmission of Consent

Sec. 6.205.  REPRODUCTION OR ELECTRONIC TRANSMISSION OF CONSENT.  (a)  Any photographic, photostatic, facsimile, or similarly reliable reproduction of a consent in writing signed by an owner, member, or governing person of a filing entity may be substituted or used instead of the original writing for any purpose for which the original writing could be used.
(b)  Except as otherwise provided by an entity's governing documents, an electronic transmission of a consent by an owner, member, or governing person to the taking of an action by the entity is considered a signed writing if the transmission contains or is accompanied by information from which it can be determined:
(1)  that the electronic transmission was transmitted by or on behalf of the owner, member, or governing person; and
(2)  the date on which the electronic transmission was transmitted by or on behalf of the owner, member, or governing person.
(c)  Unless the consent is otherwise dated, the date specified in Subsection (b)(2) is the date on which the consent is considered signed.
Added by Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 18, eff. January 1, 2006.
Amended by:
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 8, eff. September 1, 2009.
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 3, eff. September 1, 2011.
Acts 2019, 86th Leg., R.S., Ch. 658 (S.B. 1859), Sec. 7, eff. September 1, 2019.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 6 - Meetings and Voting for Domestic Entities › Subchapter F. Voting Trusts and Voting Agreements › Section 6.251. Voting Trusts

Sec. 6.251.  VOTING TRUSTS.  (a)  Except as provided by this code or the governing documents, any number of owners of a domestic entity may enter into a written voting trust agreement to confer on a trustee the right to vote or otherwise represent ownership or membership interests of the domestic entity.
(b)  An ownership or membership interest that is the subject of a voting trust agreement described by Subsection (a) shall be transferred to the trustee named in the agreement for purposes of the agreement.
(c)  A copy of a voting trust agreement described by Subsection (a) shall be deposited with the domestic entity at the domestic entity's principal executive office or registered office and is subject to examination by:
(1)  an owner, whether in person or by the owner's agent or attorney, in the same manner as the owner is entitled to examine the books and records of the domestic entity; and
(2)  a holder of a beneficial interest in the voting trust, whether in person or by the holder's agent or attorney, at any reasonable time for any proper purpose.
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. 38, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 6 - Meetings and Voting for Domestic Entities › Subchapter G. Applicability of Chapter › Section 6.301. Applicability of Chapter to Partnerships

Sec. 6.301.  APPLICABILITY OF CHAPTER TO PARTNERSHIPS.  This chapter does not apply to a general partnership or a limited partnership except to the extent its governing documents specify.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 6 - Meetings and Voting for Domestic Entities › Subchapter G. Applicability of Chapter › Section 6.302. Applicability of Subchapters C and D to Limited Liability Companies

Sec. 6.302.  APPLICABILITY OF SUBCHAPTERS C AND D TO LIMITED LIABILITY COMPANIES.  Subchapters C and D do not apply to a limited liability company except to the extent its governing documents specify.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 7 - Liability › Section 7.001. Limitation of Liability of Governing Person

Sec. 7.001.  LIMITATION OF LIABILITY OF GOVERNING PERSON.  (a)  Subsections (b) and (c) apply to:
(1)  a domestic entity other than a partnership or limited liability company;
(2)  another organization incorporated or organized under another law of this state;  and
(3)  to the extent permitted by federal law, a federally chartered bank, savings and loan association, or credit union.
(b)  The certificate of formation or similar instrument of an organization to which this section applies may provide that a governing person of the organization is not liable, or is liable only to the extent provided by the certificate of formation or similar instrument, to the organization or its owners or members for monetary damages for an act or omission by the person in the person's capacity as a governing person.
(c)  Subsection (b) does not authorize the elimination or limitation of the liability of a governing person to the extent the person is found liable under applicable law for:
(1)  a breach of the person's duty of loyalty, if any, to the organization or its owners or members;
(2)  an act or omission not in good faith that:
(A)  constitutes a breach of duty of the person to the organization;  or
(B)  involves intentional misconduct or a knowing violation of law;
(3)  a transaction from which the person received an improper benefit, regardless of whether the benefit resulted from an action taken within the scope of the person's duties;  or
(4)  an act or omission for which the liability of a governing person is expressly provided by an applicable statute.
(d)  The liability of a governing person may be limited or eliminated:
(1)  in a general partnership by its partnership agreement to the same extent Subsections (b) and (c) permit the limitation or elimination of liability of a governing person of an organization to which those subsections apply and to the additional extent permitted under Chapter 152;
(2)  in a limited partnership by its partnership agreement to the same extent Subsections (b) and (c) permit the limitation or elimination of liability of a governing person of an organization to which those subsections apply and to the additional extent permitted under Chapter 153 and, to the extent applicable to limited partnerships, Chapter 152; and
(3)  in a limited liability company by its certificate of formation or company agreement to the same extent Subsections (b) and (c) permit the limitation or elimination of liability of a governing person of an organization to which those subsections apply and to the additional extent permitted under Section 101.401.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2013, 83rd Leg., R.S., Ch. 9 (S.B. 847), Sec. 2, eff. September 1, 2013.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 8 - Indemnification and Insurance › Subchapter A. General Provisions › Section 8.002. Application of Chapter

Sec. 8.002.  APPLICATION OF CHAPTER.  (a)  Except as provided by Subsection (b) and Section 8.005, this chapter does not apply to a:
(1)  general partnership; or
(2)  limited liability company.
(b)  The governing documents of a general partnership or limited liability company may adopt provisions of this chapter or may contain other provisions, which will be enforceable, relating to:
(1)  indemnification;
(2)  advancement of expenses; or
(3)  insurance or another arrangement to indemnify or hold harmless a governing person.
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. 40, eff. September 1, 2007.
Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 13, eff. September 1, 2021.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 8 - Indemnification and Insurance › Subchapter A. General Provisions › Section 8.003. Limitations in Governing Documents

Sec. 8.003.  LIMITATIONS IN GOVERNING DOCUMENTS.  A governing document of an enterprise may restrict the circumstances under which the enterprise must or may indemnify or may advance expenses to a person under this chapter.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 14, eff. September 1, 2021.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 8 - Indemnification and Insurance › Subchapter A. General Provisions › Section 8.004. Limitations in Chapter

Sec. 8.004.  LIMITATIONS IN CHAPTER.  Except as provided in Section 8.151, a provision for an enterprise to indemnify or advance expenses to a governing person is valid only to the extent it is consistent with this chapter.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 8 - Indemnification and Insurance › Subchapter A. General Provisions › Section 8.005. Indemnification Against Negligence

Sec. 8.005.  INDEMNIFICATION AGAINST NEGLIGENCE.  (a)  This section applies to:
(1)  an enterprise subject to this chapter; and
(2)  notwithstanding Section 8.002, a general partnership or limited liability company.
(b)  A requirement under the laws of this state that indemnification or exculpation for negligence be expressly and conspicuously stated does not apply to a provision in an enterprise's governing documents that provides for indemnification or exculpation.
Added by Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 15, eff. September 1, 2021.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 8 - Indemnification and Insurance › Subchapter B. Mandatory and Court-Ordered Indemnification › Section 8.051. Mandatory Indemnification

Sec. 8.051.  MANDATORY INDEMNIFICATION.  (a)  An enterprise shall indemnify a governing person, former governing person, or delegate against reasonable expenses actually incurred by the person in connection with a proceeding in which the person is a respondent because the person is or was a governing person or delegate if the person is wholly successful, on the merits or otherwise, in the defense of the proceeding.
(b)  A court that determines, in a suit for indemnification, that a governing person, former governing person, or delegate is entitled to indemnification under this section shall order indemnification and award to the person the expenses incurred in securing the indemnification.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 21, eff. January 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 8 - Indemnification and Insurance › Subchapter B. Mandatory and Court-Ordered Indemnification › Section 8.052. Court-Ordered Indemnification

Sec. 8.052.  COURT-ORDERED INDEMNIFICATION.  (a)  On application of a governing person, former governing person, or delegate and after notice is provided as required by the court, a court may order an enterprise to indemnify the person to the extent the court determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances.
(b)  This section applies without regard to whether the governing person, former governing person, or delegate applying to the court satisfies the requirements of Section 8.101 or has been found liable:
(1)  to the enterprise;  or
(2)  because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person's official capacity.
(c)  The indemnification ordered by the court under this section is limited to reasonable expenses if the governing person, former governing person, or delegate is found liable:
(1)  to the enterprise;  or
(2)  because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person's official capacity.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 8 - Indemnification and Insurance › Subchapter C. Permissive Indemnification and Advancement of Expenses › Section 8.101. Permissive Indemnification

Sec. 8.101.  PERMISSIVE INDEMNIFICATION.  (a)  An enterprise may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in a proceeding to the extent permitted by Section 8.102 if it is determined in accordance with Section 8.103 that:
(1)  the person:
(A)  acted in good faith;
(B)  reasonably believed:
(i)  in the case of conduct in the person's official capacity, that the person's conduct was in the enterprise's best interests;  and
(ii)  in any other case, that the person's conduct was not opposed to the enterprise's best interests;  and
(C)  in the case of a criminal proceeding, did not have a reasonable cause to believe the person's conduct was unlawful;
(2)  with respect to expenses, the amount of expenses other than a judgment is reasonable;  and
(3)  indemnification should be paid.
(b)  Action taken or omitted by a governing person or delegate with respect to an employee benefit plan in the performance of the person's duties for a purpose reasonably believed by the person to be in the interest of the participants and beneficiaries of the plan is for a purpose that is not opposed to the best interests of the enterprise.
(c)  Action taken or omitted by a delegate to another enterprise for a purpose reasonably believed by the delegate to be in the interest of the other enterprise or its owners or members is for a purpose that is not opposed to the best interests of the enterprise.
(d)  A person does not fail to meet the standard under Subsection (a)(1) solely because of the termination of a proceeding by:
(1)  judgment;
(2)  order;
(3)  settlement;
(4)  conviction;  or
(5)  a plea of nolo contendere or its equivalent.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 8 - Indemnification and Insurance › Subchapter C. Permissive Indemnification and Advancement of Expenses › Section 8.102. General Scope of Permissive Indemnification

Sec. 8.102.  GENERAL SCOPE OF PERMISSIVE INDEMNIFICATION.  (a)  Subject to Subsection (b), an enterprise may indemnify a governing person, former governing person, or delegate against:
(1)  a judgment;  and
(2)  expenses, other than a judgment, that are reasonable and actually incurred by the person in connection with a proceeding.
(b)  Indemnification under this subchapter of a person who is found liable to the enterprise or is found liable because the person improperly received a personal benefit:
(1)  is limited to reasonable expenses actually incurred by the person in connection with the proceeding;
(2)  does not include a judgment, a penalty, a fine, and an excise or similar tax, including an excise tax assessed against the person with respect to an employee benefit plan;  and
(3)  may not be made in relation to a proceeding in which the person has been found liable for:
(A)  wilful or intentional misconduct in the performance of the person's duty to the enterprise;
(B)  breach of the person's duty of loyalty owed to the enterprise;  or
(C)  an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the enterprise.
(c)  A governing person, former governing person, or delegate is considered to have been found liable in relation to a claim, issue, or matter only if the liability is established by an order, including a judgment or decree of a court, and all appeals of the order are exhausted or foreclosed by law.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 8 - Indemnification and Insurance › Subchapter C. Permissive Indemnification and Advancement of Expenses › Section 8.104. Advancement of Expenses to Present Governing Persons or Delegates

Sec. 8.104.  ADVANCEMENT OF EXPENSES TO PRESENT GOVERNING PERSONS OR DELEGATES.  (a)  An enterprise may pay or reimburse reasonable expenses incurred by a present governing person or delegate who was, is, or is threatened to be made a respondent in a proceeding in advance of the final disposition of the proceeding without making the determinations required under Section 8.101(a) after the enterprise receives:
(1)  a written affirmation by the person of the person's good faith belief that the person has met the standard of conduct necessary for indemnification under this chapter; and
(2)  a written undertaking by or on behalf of the person to repay the amount paid or reimbursed if the final determination is that the person has not met that standard or that indemnification is prohibited by Section 8.102.
(b)  A provision in the governing documents of the enterprise, a resolution of the owners, members, or governing authority, or an agreement that requires the payment or reimbursement permitted under this section authorizes that payment or reimbursement after the enterprise receives an affirmation and undertaking described by Subsection (a).
(c)  The written undertaking required by Subsection (a)(2) must be an unlimited general obligation of the person but need not be secured and may be accepted by the enterprise without regard to the person's ability to make repayment.
(d)  With respect to a limited partnership, a vote of a majority-in-interest of the limited partners in a vote that excludes the interest held by each general partner who is not disinterested and independent constitutes an authorization under Subsection (b).  For purposes of this subsection, "majority-in-interest" means, with respect to limited partners, limited partners who own more than 50 percent of the current percentage or other interest in the profits of the partnership that is owned by all of the limited partners.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 23, eff. January 1, 2006.
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 24, eff. January 1, 2006.
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 42, eff. September 1, 2007.
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 6, eff. September 1, 2011.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 8 - Indemnification and Insurance › Subchapter C. Permissive Indemnification and Advancement of Expenses › Section 8.105. Indemnification of and Advancement of Expenses to Persons Other Than Governing Persons

Sec. 8.105.  INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO PERSONS OTHER THAN GOVERNING PERSONS.  (a)  Notwithstanding any other provision of this chapter but subject to Section 8.003 and to the extent consistent with other law, an enterprise may indemnify and advance expenses to a person who is not a governing person, including an officer, employee, or agent, as provided by:
(1)  the enterprise's governing documents;
(2)  general or specific action of the enterprise's governing authority;
(3)  resolution of the enterprise's owners or members;
(4)  contract; or
(5)  common law.
(b)  An enterprise shall indemnify an officer to the same extent that indemnification is required under this chapter for a governing person.
(c)  A person described by Subsection (a) may seek indemnification or advancement of expenses from an enterprise to the same extent that a governing person may seek indemnification or advancement of expenses under this chapter.
(d)  Notwithstanding any authorization or determination specified in this chapter, an enterprise may pay or reimburse, in advance of the final disposition of a proceeding and on terms the enterprise considers appropriate, reasonable expenses incurred by:
(1)  a former governing person or delegate who was, is, or is threatened to be made a respondent in the proceeding; or
(2)  a present or former employee, agent, or officer who is not a governing person of the enterprise and who was, is, or is threatened to be made a respondent in the proceeding.
(e)  A determination of indemnification for a person who is not a governing person of an enterprise, including an officer, employee, or agent, is not required to be made in accordance with Section 8.103.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 25, eff. January 1, 2006.
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 43, eff. September 1, 2007.
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 7, eff. September 1, 2011.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 8 - Indemnification and Insurance › Subchapter C. Permissive Indemnification and Advancement of Expenses › Section 8.106. Permissive Indemnification of and Reimbursement of Expenses to Witnesses

Sec. 8.106.  PERMISSIVE INDEMNIFICATION OF AND REIMBURSEMENT OF EXPENSES TO WITNESSES.  Notwithstanding any other provision of this chapter, an enterprise may pay or reimburse reasonable expenses incurred by a governing person, officer, employee, agent, delegate, or other person in connection with that person's appearance as a witness or other participation in a proceeding at a time when the person is not a respondent in the proceeding.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 8 - Indemnification and Insurance › Subchapter D. Liability Insurance; Reporting Requirements › Section 8.152. Reports of Indemnification and Advances

Sec. 8.152.  REPORTS OF INDEMNIFICATION AND ADVANCES.  (a)  An enterprise shall report in writing to the owners or members of the enterprise an indemnification of or advance of expenses to a governing person.
(b)  Subject to Subsection (c), the report must be made with or before:
(1)  the notice or waiver of notice of the next meeting of the owners or members of the enterprise; or
(2)  the next submission to the owners or members of a consent to action without a meeting.
(c)  The report must be made not later than the first anniversary of the date of the indemnification or advance.
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. 44, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 9 - Foreign Entities › Subchapter A. Registration › Section 9.001. Foreign Entities Required to Register

Sec. 9.001.  FOREIGN ENTITIES REQUIRED TO REGISTER.  (a)  To transact business in this state, a foreign entity must register under this chapter if the entity:
(1)  is a foreign corporation, foreign limited partnership, foreign limited liability company, foreign business trust, foreign real estate investment trust, foreign cooperative, foreign public or private limited company, or another foreign entity, the formation of which, if formed in this state, would require the filing under Chapter 3 of a certificate of formation;  or
(2)  affords limited liability under the law of its jurisdiction of formation for any owner or member.
(b)  A foreign entity described by Subsection (a) must maintain the entity's registration while transacting 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 9 - Foreign Entities › Subchapter A. Registration › Section 9.002. Foreign Entities Not Required to Register

Sec. 9.002.  FOREIGN ENTITIES NOT REQUIRED TO REGISTER.  (a)  A foreign entity not described by Section 9.001(a) may transact business in this state without registering under this chapter.
(b)  Subsection (a) does not relieve a foreign entity from the duty to comply with applicable requirements under other law to file or register.
(c)  A foreign entity is not required to register under this chapter if other state law authorizes the entity to transact business in this state.
(d)  A foreign unincorporated nonprofit association is not required to register under this chapter.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 9 - Foreign Entities › Subchapter A. Registration › Section 9.003. Permissive Registration

Sec. 9.003.  PERMISSIVE REGISTRATION.  A foreign entity that is eligible under other law of this state to register to transact business in this state, but that is not registered under that law, may register under this chapter unless that registration is prohibited by the other law.  The registration under this chapter confers only the authority provided by this chapter.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 9 - Foreign Entities › Subchapter A. Registration › Section 9.004. Registration Procedure

Sec. 9.004.  REGISTRATION PROCEDURE.  (a)  A foreign filing entity registers by filing an application for registration as provided by Chapter 4.
(b)  The application must state:
(1)  the entity's name and, if that name would not comply with Chapter 5, a name that complies with Chapter 5 under which the entity will transact business in this state;
(2)  the entity's type;
(3)  the entity's jurisdiction of formation;
(4)  the date of the entity's formation;
(5)  that the entity exists as a valid foreign filing entity of the stated type under the laws of the entity's jurisdiction of formation;
(6)  for a foreign entity other than a foreign limited partnership:
(A)  each business or activity that the entity proposes to pursue in this state, which may be stated to be any lawful business or activity under the law of this state;  and
(B)  that the entity is authorized to pursue the same business or activity under the laws of the entity's jurisdiction of formation;
(7)  the date the foreign entity began or will begin to transact business in this state;
(8)  the address of the principal office of the foreign filing entity;
(9)  the address of the initial registered office and the name and the address of the initial registered agent for service of process that Chapter 5 requires to be maintained;
(10)  the name and address of each of the entity's governing persons;  and
(11)  that the secretary of state is appointed the agent of the foreign filing entity for service of process under the circumstances provided by Section 5.251.
(c)  A foreign filing entity may register regardless of any differences between the law of the entity's jurisdiction of formation and of this state applicable to the governing of the internal affairs or to the liability of an owner, member, or managerial official.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.