reglab/statecodes huggingface dataset:
2023 Texas Statutes › Business Organizations Code › Title 7 - Professional Entities › Chapter 301 - Provisions Relating to Professional Entities › Section 301.009. Transfer of Ownership Interest

Sec. 301.009.  TRANSFER OF OWNERSHIP INTEREST.  Except as limited by the governing documents of the professional entity or an applicable agreement, an ownership interest in a professional entity may be transferred only to:
(1)  an owner of the entity;
(2)  the entity itself;  or
(3)  an authorized person.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 7 - Professional Entities › Chapter 301 - Provisions Relating to Professional Entities › Section 301.010. Liability

Sec. 301.010.  LIABILITY.  (a)  A professional entity is jointly and severally liable for an error, omission, negligent or incompetent act, or malfeasance committed by a person who:
(1)  is an owner, managerial official, employee, or agent of the entity;  and
(2)  while providing a professional service for the entity or during the course of the person's employment, commits the error, omission, negligent or incompetent act, or malfeasance.
(b)  An owner, managerial official, employee, or agent of a professional entity other than an owner, managerial official, employee, or agent liable under Subsection (a) is not subject to the same liability imposed on the professional entity under this section.
(c)  If a person described by Subsection (a) is a professional organization, the professional organization and the professional entity are jointly and severally liable for the error, omission, negligent or incompetent act, or malfeasance committed by the person, or the person's owner, member, managerial official, employee, or agent, while providing a professional service for the professional entity.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 7 - Professional Entities › Chapter 301 - Provisions Relating to Professional Entities › Section 301.011. Exemption From Securities Laws

Sec. 301.011.  EXEMPTION FROM SECURITIES LAWS.  (a)  A sale, issuance, or offer for sale of an ownership interest in a professional entity to a person authorized under this title to own an ownership interest in the professional entity is exempt from any state law, other than this code, that regulates the sale, issuance, or offer for sale of securities.
(b)  A transaction described by Subsection (a) does not require the approval of or other action by a state official or regulatory agency authorized to regulate the sale, issuance, or offer for sale of securities.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 7 - Professional Entities › Chapter 302 - Provisions Relating to Professional Associations › Section 302.001. Applicability of Certain Provisions Governing For-Profit Corporations

Sec. 302.001.  APPLICABILITY OF CERTAIN PROVISIONS GOVERNING FOR-PROFIT CORPORATIONS.  The provisions of Chapters 20 and 21 governing a for-profit corporation apply to a professional association, unless there is a conflict with this title.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 7 - Professional Entities › Chapter 302 - Provisions Relating to Professional Associations › Section 302.002. Duration of Professional Association

Sec. 302.002.  DURATION OF PROFESSIONAL ASSOCIATION.  A professional association continues:
(1)  for all purposes as a separate entity independent of the association's members until:
(A)  the expiration of the period of duration stated in the certificate of formation;  or
(B)  the association is wound up and terminated in the manner provided by the certificate of formation or, if the certificate of formation does not provide a manner for winding up and termination, by a two-thirds vote of the association's members;  and
(2)  in existence notwithstanding:
(A)  the death, insanity, incompetency, felony conviction, resignation, withdrawal, transfer of ownership interest, or expulsion of a member other than the last surviving member of the association;
(B)  the admission of a new member or the transfer of ownership interest to a new or existing member;  or
(C)  the occurrence of an event that would require the winding up of a partnership under state law or similar circumstances.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 7 - Professional Entities › Chapter 302 - Provisions Relating to Professional Associations › Section 302.003. Amendment of Certificate of Formation

Sec. 302.003.  AMENDMENT OF CERTIFICATE OF FORMATION.  (a)  A professional association may amend the association's certificate of formation as provided by Chapter 3 and:
(1)  by  the procedure for amendment stated in the certificate of formation; or
(2)  if the certificate of formation does not provide a procedure for amending the certificate, by a two-thirds vote of the association's members.
(b)  A professional association is not required to amend the association's certificate of formation to reflect a change in membership or a transfer of ownership interests in the association.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 99, eff. January 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 7 - Professional Entities › Chapter 302 - Provisions Relating to Professional Associations › Section 302.004. Adoption of Bylaws; Delegation of Authority

Sec. 302.004.  ADOPTION OF BYLAWS;  DELEGATION OF AUTHORITY.  (a)  The members of a professional association may adopt bylaws for the association.
(b)  The authority to adopt bylaws for a professional association granted under Subsection (a) may be delegated under the certificate of formation to the governing authority of the association.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 7 - Professional Entities › Chapter 302 - Provisions Relating to Professional Associations › Section 302.005. Governing Authority

Sec. 302.005.  GOVERNING AUTHORITY.  (a)  A professional association shall be governed by:
(1)  a board of directors;  or
(2)  an executive committee.
(b)  The governing authority of a professional association shall be elected by the members of the association.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 7 - Professional Entities › Chapter 302 - Provisions Relating to Professional Associations › Section 302.006. Members' Voting Rights

Sec. 302.006.  MEMBERS' VOTING RIGHTS.  A member of a professional association is entitled to cast a vote at a meeting of the members as provided by the certificate of formation of the association.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 7 - Professional Entities › Chapter 302 - Provisions Relating to Professional Associations › Section 302.007. Election of Officers

Sec. 302.007.  ELECTION OF OFFICERS.  The governing authority of a professional association shall elect the officers of the association.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 7 - Professional Entities › Chapter 302 - Provisions Relating to Professional Associations › Section 302.008. Officer and Governing Person Eligibility Requirements

Sec. 302.008.  OFFICER AND GOVERNING PERSON ELIGIBILITY REQUIREMENTS.  (a)  Only a member of the professional association is eligible to serve as an officer or governing person of a professional association.
(b)  Except as provided by Subsection (c), a person is not required to be a governing person of a professional association to serve as an officer of the association.
(c)  Only a governing person of a professional association is eligible to serve as the president of the professional association.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 7 - Professional Entities › Chapter 302 - Provisions Relating to Professional Associations › Section 302.009. Employment of Agents and Employees

Sec. 302.009.  EMPLOYMENT OF AGENTS AND EMPLOYEES.  The officers of a professional association may employ agents or employees for the association as the officers consider advisable.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 7 - Professional Entities › Chapter 302 - Provisions Relating to Professional Associations › Section 302.010. Limitation on Member's Power to Bind Association

Sec. 302.010.  LIMITATION ON MEMBER'S POWER TO BIND ASSOCIATION.  A member of a professional association is not entitled to bind the association within the scope of the association's business or profession merely by virtue of being a member of the professional association.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 7 - Professional Entities › Chapter 302 - Provisions Relating to Professional Associations › Section 302.011. Division of Profits

Sec. 302.011.  DIVISION OF PROFITS.  The members of a professional association shall divide the profits derived from the association in the manner provided by the governing documents of the association.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 7 - Professional Entities › Chapter 302 - Provisions Relating to Professional Associations › Section 302.013. Winding Up and Termination; Certificate of Termination

Sec. 302.013.  WINDING UP AND TERMINATION;  CERTIFICATE OF TERMINATION.  (a)  A professional association may wind up and terminate the association's business as provided by:
(1)  the association's certificate of formation;  or
(2)  if the certificate of formation does not provide for the winding up and termination of the association, a two-thirds vote of the association's members.
(b)  Except as provided by Subsection (c), a certificate of termination filed in accordance with Chapter 11 must be executed by an officer of the professional association on behalf of the association.
(c)  If a professional association does not have any living officer, the certificate of termination must be executed by the legal representative of the last surviving officer of the association.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 7 - Professional Entities › Chapter 303 - Provisions Relating to Professional Corporations › Section 303.001. Applicability of Certain Provisions Governing For-Profit Corporations

Sec. 303.001.  APPLICABILITY OF CERTAIN PROVISIONS GOVERNING FOR-PROFIT CORPORATIONS.  The provisions of Chapters 20 and 21 governing a for-profit corporation apply to a professional corporation, unless there is a conflict with this title.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 7 - Professional Entities › Chapter 303 - Provisions Relating to Professional Corporations › Section 303.002. Authority and Liability of Shareholder

Sec. 303.002.  AUTHORITY AND LIABILITY OF SHAREHOLDER.  (a)  A shareholder of a professional corporation is not required to supervise the performance of duties by an officer or employee of the corporation.
(b)  A shareholder of a professional corporation is subject to no greater liability than a shareholder of a for-profit corporation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 7 - Professional Entities › Chapter 303 - Provisions Relating to Professional Corporations › Section 303.003. Notice of Restriction on Transfer of Shares

Sec. 303.003.  NOTICE OF RESTRICTION ON TRANSFER OF SHARES.  Any restriction on the transfer of shares in a professional corporation that is imposed by the governing documents of the corporation or an applicable agreement must be:
(1)  noted on each certificate representing the shares;  or
(2)  incorporated by reference in the manner provided by Chapter 21.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 7 - Professional Entities › Chapter 303 - Provisions Relating to Professional Corporations › Section 303.004. Redemption of Shares; Price and Terms

Sec. 303.004.  REDEMPTION OF SHARES;  PRICE AND TERMS.  (a)  A professional corporation may redeem shares of a shareholder, including a deceased shareholder.
(b)  The price and other terms of a redemption of shares may be:
(1)  agreed to between the board of directors of the professional corporation and the shareholder or the shareholder's personal representative;  or
(2)  specified in the governing documents of the professional corporation or an applicable agreement.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 7 - Professional Entities › Chapter 303 - Provisions Relating to Professional Corporations › Section 303.005. Existence of Professional Corporation Before Winding Up and Termination

Sec. 303.005.  EXISTENCE OF PROFESSIONAL CORPORATION BEFORE WINDING UP AND TERMINATION.  A professional corporation continues to exist until the winding up and termination of the corporation as provided by Chapter 11 without regard to:
(1)  the death, incompetency, bankruptcy, resignation, withdrawal, retirement, or expulsion of any shareholder of the corporation;
(2)  the transfer of shares to a new shareholder;  or
(3)  the occurrence of an event requiring the winding up of a partnership.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 7 - Professional Entities › Chapter 303 - Provisions Relating to Professional Corporations › Section 303.006. Execution of Certificate of Termination

Sec. 303.006.  EXECUTION OF CERTIFICATE OF TERMINATION.  (a)  Except as provided by Subsection (b), a certificate of termination filed in accordance with Chapter 11 must be executed by an officer of the professional corporation on behalf of the corporation.
(b)  If a professional corporation does not have any living officer, the certificate of termination must be executed by a director of the corporation.   If the professional corporation does not have any living director, the certificate of termination must be executed by the legal representative of the last living director  of 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. 137, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 7 - Professional Entities › Chapter 304 - Provisions Relating to Professional Limited Liability Companies › Section 304.001. Applicability of Certain Provisions Governing Limited Liability Companies

Sec. 304.001.  APPLICABILITY OF CERTAIN PROVISIONS GOVERNING LIMITED LIABILITY COMPANIES.  Title 3 applies to a professional limited liability company, unless there is a conflict with this title.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 8 - Miscellaneous and Transition Provisions › Chapter 401 - General Provisions › Section 401.001. Definitions

Sec. 401.001.  DEFINITIONS.  In this title:
(1)  "Mandatory application date" means:
(A)  for an entity subject to this code under Section 402.001, January 1, 2006;
(B)  for an entity subject to this code under Section 402.003 or 402.004, the date of completion of the action required by that section but no earlier than January 1, 2006;  and
(C)  for any other entity, January 1, 2010.
(2)  "Prior law" means the applicable law in effect before January 1, 2006.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 8 - Miscellaneous and Transition Provisions › Chapter 402 - Miscellaneous and Transition Provisions › Section 402.001. Applicability Upon Effective Date

Sec. 402.001.  APPLICABILITY UPON EFFECTIVE DATE.  (a)  On or after the effective date of this code, this code applies to:
(1)  a domestic entity formed on or after the effective date of this code;
(2)  a domestic entity that is a converted entity resulting from a conversion that takes effect on or after the effective date of this code;
(3)  a foreign filing entity, or other foreign entity, that is not registered with the secretary of state to transact business in this state before the effective date of this code; and
(4)  a foreign nonfiling entity, including a foreign limited liability partnership.
(b)  The registration of a domestic limited liability partnership or foreign limited liability partnership under prior law and in effect on the effective date of this code continues to be governed by the prior law until expiration of the current term of registration, unless earlier withdrawn or revoked.
(c)  Notwithstanding Subsections (a) and (b), after the effective date of this code, Sections 152.802 and 152.803, instead of prior law, govern a filing with the secretary of state made on behalf of a domestic limited liability partnership registered under prior law.
(d)  Notwithstanding Subsection (a), a domestic partnership that files an initial application for registration as a limited liability partnership after the effective date of this code is governed by Subchapter J, Chapter 152.
(e)  Except as provided by Subsection (b), on or after the effective date of this code, Subchapter K, Chapter 152, applies to the registration of a foreign limited liability partnership registered under prior law.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 100, eff. January 1, 2006.
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 138, eff. September 1, 2007.
Acts 2015, 84th Leg., R.S., Ch. 23 (S.B. 859), Sec. 8, eff. January 1, 2016.
2023 Texas Statutes › Business Organizations Code › Title 8 - Miscellaneous and Transition Provisions › Chapter 402 - Miscellaneous and Transition Provisions › Section 402.002. Early Effectiveness of Fees

Sec. 402.002.  EARLY EFFECTIVENESS OF FEES.  On or after the effective date of this code, the fees required by Chapter 4 apply to all filings made with the secretary of state, including comparable filings under prior law, regardless of whether an entity is subject to or has adopted this code.  The intent of this section is to:
(1)  require a filing fee for all documents filed under either this code or the prior law without regard to the difference in designation of the document;  and
(2)  make the filing fees described by Subdivision (1) uniform from the effective date of this code.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 8 - Miscellaneous and Transition Provisions › Chapter 402 - Miscellaneous and Transition Provisions › Section 402.003. Early Adoption of Code by Existing Domestic Entity

Sec. 402.003.  EARLY ADOPTION OF CODE BY EXISTING DOMESTIC ENTITY.  (a)  A domestic entity formed before the effective date of this code may voluntarily elect to adopt and become subject to this code by:
(1)  adopting the code by complying with the procedures for approval, under prior law and its governing documents, of an amendment to:
(A)  its articles of incorporation, with respect to a corporation or cooperative association;
(B)  its regulations, with respect to a limited liability company;
(C)  its articles of association, with respect to a professional association;
(D)  its declaration of trust, with respect to a real estate investment trust;
(E)  its partnership agreement, with respect to a partnership; or
(F)  its primary governing document, with respect to another type of domestic entity;
(2)  if any of its governing documents, including its certificate of formation, do not comply with this code, complying with the procedures, under prior law and its governing documents, to amend the noncomplying governing documents to comply with this code, including filing with the filing officer in accordance with Chapter 4 a certificate of amendment to cause its certificate of formation to comply with this code; and
(3)  if the domestic entity is a filing entity, filing with the filing officer in accordance with Chapter 4 a statement that the filing entity is electing to adopt this code.
(b)  A domestic entity that elected to adopt and become subject to this code as provided by Subsection (a) is not considered to have failed to comply with Subsection (a)(2) because:
(1)  the entity's governing documents do not state the type of entity formed; or
(2)  a circumstance described by Section 402.0051 applies.
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. 139, eff. September 1, 2007.
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 59, eff. September 1, 2011.
2023 Texas Statutes › Business Organizations Code › Title 8 - Miscellaneous and Transition Provisions › Chapter 402 - Miscellaneous and Transition Provisions › Section 402.004. Early Adoption of Code by Registered Foreign Filing Entity

Sec. 402.004.  EARLY ADOPTION OF CODE BY REGISTERED FOREIGN FILING ENTITY.  (a)  A foreign filing entity registered with the secretary of state to transact business in this state before the effective date of this code may voluntarily elect to adopt and become subject to this code by filing with the secretary of state in accordance with Chapter 4:
(1)  a statement that the foreign filing entity is electing to adopt this code; and
(2)  an amendment to its application for registration that would cause its application for registration to comply with this code.
(b)  A foreign filing entity that elected to adopt and become subject to this code as provided by Subsection (a) is not considered to have failed to comply with Subsection (a)(2) because:
(1)  the application for registration or any amendment to the registration:
(A)  does not state the entity's type; or
(B)  does not include the appointment of the secretary of state as agent for service of process under the circumstances provided by Section 5.251; or
(2)  a circumstance described by Section 402.0051 applies.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 60, eff. September 1, 2011.
2023 Texas Statutes › Business Organizations Code › Title 8 - Miscellaneous and Transition Provisions › Chapter 402 - Miscellaneous and Transition Provisions › Section 402.005. Applicability to Existing Entities

Sec. 402.005.  APPLICABILITY TO EXISTING ENTITIES.  (a)  On or after January 1, 2010, if a domestic entity formed before January 1, 2006, or a foreign filing entity registered with the secretary of state to transact business in this state before January 1, 2006, has not taken the actions specified by Section 402.003 or 402.004 to elect to adopt this code:
(1)  this code applies to the entity and all actions taken by the managerial officials, owners, or members of the entity, except as otherwise expressly provided by this title;
(2)  if the entity is a domestic or foreign filing entity, the entity is not considered to have failed to comply with this code if the entity's certificate of formation or application for registration, as appropriate, does not comply with this code;
(3)  if the entity is a domestic filing entity, the entity shall conform its certificate of formation to the requirements of this code when it next files an amendment to its certificate of formation; and
(4)  if the entity is a foreign filing entity, the entity shall conform its application for registration to the requirements of this code when it next files an amendment to its application for registration.
(b)  On or after January 1, 2010, and to the extent provided in Subchapter A, Chapter 23, this code applies to a corporation created under a special statute of this state outside this code before January 1, 2006.  The corporation, if its certificate of formation, or equivalent governing document, is filed with the secretary of state, may elect for this code to apply to the corporation at any time on or after January 1, 2006, and prior to January 1, 2010, to the extent provided in Subchapter A, Chapter 23, by filing a statement and taking other actions in a manner similar to a domestic filing entity under Section 402.003.
(c)  A domestic or foreign filing entity is not considered to have failed to comply with Subsection (a)(3) or (4) because:
(1)  the certificate of formation does not state the type of entity formed;
(2)  the application for registration or any amendment to the registration:
(A)  does not state the entity's type; or
(B)  does not include the appointment of the secretary of state as agent for service of process, notice, or demand under the circumstances provided by Section 5.251; or
(3)  a circumstance described by Section 402.0051 applies.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 102, eff. January 1, 2006.
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 59, eff. September 1, 2009.
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 61, eff. September 1, 2011.
2023 Texas Statutes › Business Organizations Code › Title 8 - Miscellaneous and Transition Provisions › Chapter 402 - Miscellaneous and Transition Provisions › Section 402.0051. Effect of References to Prior Law and Use of Synonymous Terms

Sec. 402.0051.  EFFECT OF REFERENCES TO PRIOR LAW AND USE OF SYNONYMOUS TERMS.  (a)  A governing document or a filing instrument, including a certificate of formation or application for registration, is not considered to have failed to conform to this code if the governing document or filing instrument:
(1)  contains a reference to prior law that was applicable at the time of its filing or adoption;
(2)  contains a provision that was authorized by prior law at the time of its filing or adoption;
(3)  includes a term or phrase described by Section 1.006; or
(4)  includes a term or phrase from prior law that is different from the corresponding term or phrase used in this code.
(b)  A reference in a governing document or filing instrument to a statute or provision of a statute in effect before January 1, 2010, that was repealed by this code is considered to be a reference to the provision or provisions of this code that correspond to the repealed statute or provision unless the governing document or filing instrument expressly provides otherwise.
(c)  An entity is not considered to have failed to comply with this code if a governing document or filing instrument makes a reference to prior law rather than to the corresponding provisions of the prior law in this code.
(d)  For purposes of this section, prior law includes a predecessor statute to the prior law.
Added by Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 62, eff. September 1, 2011.
2023 Texas Statutes › Business Organizations Code › Title 8 - Miscellaneous and Transition Provisions › Chapter 402 - Miscellaneous and Transition Provisions › Section 402.006. Applicability to Certain Acts, Contracts, and Transactions

Sec. 402.006.  APPLICABILITY TO CERTAIN ACTS, CONTRACTS, AND TRANSACTIONS.  Except as otherwise expressly provided by this title, all of the provisions of this code govern acts, contracts, or other transactions by an entity subject to this code or its managerial officials, owners, or members that occur on or after the mandatory application date.  The prior law governs the acts, contracts, or transactions of the entity or its managerial officials, owners, or members that occur before the mandatory application date.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 103, eff. January 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 8 - Miscellaneous and Transition Provisions › Chapter 402 - Miscellaneous and Transition Provisions › Section 402.007. Indemnification

Sec. 402.007.  INDEMNIFICATION.  Chapter 8 governs any proposed indemnification by a domestic entity after the mandatory application date, regardless of whether the events on which the indemnification is based occurred before or after the mandatory application date.  In a case in which indemnification is permitted but not required under Chapter 8, a provision relating to indemnification contained in the governing documents of a domestic entity on the mandatory application date that would otherwise have the effect of limiting the nature or type of indemnification permitted by Chapter 8 may not be construed after the mandatory application date as limiting the indemnification authorized by Chapter 8 unless the provision is intended to limit or restrict permissive indemnification under applicable law.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 104, eff. January 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 8 - Miscellaneous and Transition Provisions › Chapter 402 - Miscellaneous and Transition Provisions › Section 402.008. Meetings of Owners and Members; Consents; Voting of Interests

Sec. 402.008.  MEETINGS OF OWNERS AND MEMBERS;  CONSENTS;  VOTING OF INTERESTS.  (a)  Except as provided by Subsection (b) and regardless of whether a proxy or consent was executed by an owner or member before the mandatory application date, Chapter 6 and any other applicable provision of this code apply to:
(1)  a meeting of owners or members held on or after the mandatory application date;
(2)  an action undertaken by owners or members under a written consent that takes effect on or after the mandatory application date;
(3)  a vote cast at a meeting described by Subdivision (1);  and
(4)  consent given for an action described by Subdivision (2).
(b)  Prior law applies to a meeting of owners or members and to any vote cast at a meeting described by this section if the meeting was initially called for a date before the mandatory application date and notice of the meeting was given to owners or members entitled to vote at the meeting.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 8 - Miscellaneous and Transition Provisions › Chapter 402 - Miscellaneous and Transition Provisions › Section 402.009. Meetings of Governing Authority and Committees; Consents

Sec. 402.009.  MEETINGS OF GOVERNING AUTHORITY AND COMMITTEES;  CONSENTS.  (a)  Except as provided by Subsection (b), Chapter 6 and any other applicable provision of this code apply to:
(1)  a meeting of the governing authority or a committee of the governing authority held on or after the mandatory application date;
(2)  an action undertaken by the governing authority or a committee of the governing authority under a written consent that takes effect on or after the mandatory application date;
(3)  a vote cast at a meeting described by Subdivision (1);  and
(4)  consent given for an action described by Subdivision (2).
(b)  Prior law applies to a meeting of the governing authority or a committee of the governing authority and to any vote cast at a meeting described by this section if the meeting was initially called for a date before the mandatory application date and notice of the meeting was given to governing persons entitled to vote at the meeting.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 8 - Miscellaneous and Transition Provisions › Chapter 402 - Miscellaneous and Transition Provisions › Section 402.010. Sale of Assets, Mergers, Reorganizations, Conversions

Sec. 402.010.  SALE OF ASSETS, MERGERS, REORGANIZATIONS, CONVERSIONS.  Chapter 10 and any other applicable provisions of this code apply to a transaction consummated by an entity after the mandatory application date, except that if a required approval of the owners or members of the entity has been given before the mandatory application date or has been given after the mandatory application date but at a meeting of owners or members initially called for a date before the mandatory application date, the transaction shall be governed by the prior law.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 8 - Miscellaneous and Transition Provisions › Chapter 402 - Miscellaneous and Transition Provisions › Section 402.011. Winding Up and Termination

Sec. 402.011.  WINDING UP AND TERMINATION.  (a)  Chapter 11 applies to:
(1)  an action for involuntary or judicial winding up and termination commenced after the mandatory application date;  or
(2)  a voluntary winding up and termination proceeding initiated after the mandatory application date by:
(A)  the governing authority;
(B)  the terms of the governing documents;  or
(C)  applicable law.
(b)  The prior law governs:
(1)  an action described by Subsection (a)(1) that is pending on the mandatory application date;  or
(2)  a proceeding described by Subsection (a)(2) initiated before the mandatory application date.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 8 - Miscellaneous and Transition Provisions › Chapter 402 - Miscellaneous and Transition Provisions › Section 402.012. Registration of Certain Foreign Entities

Sec. 402.012.  REGISTRATION OF CERTAIN FOREIGN ENTITIES.  A foreign entity that has transacted intrastate business in this state before the mandatory application date and that is required by Chapter 9 to register to transact business is not subject to a direct or indirect penalty as a result of failure to register under Chapter 9 if the application for registration is filed not later than the 30th day after the mandatory application date.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 8 - Miscellaneous and Transition Provisions › Chapter 402 - Miscellaneous and Transition Provisions › Section 402.013. Reinstatement of Entities Canceled, Revoked, Dissolved, Involuntarily Dissolved, Suspended, or Forfeited Under Prior Law

Sec. 402.013.  REINSTATEMENT OF ENTITIES CANCELED, REVOKED, DISSOLVED, INVOLUNTARILY DISSOLVED, SUSPENDED, OR FORFEITED UNDER PRIOR LAW.  (a)  On or after January 1, 2006, and before January 1, 2010, a domestic filing entity whose certificate of formation or equivalent governing document has been canceled, revoked, involuntarily dissolved, suspended, or forfeited under prior law may reinstate its certificate of formation or equivalent governing document in accordance with:
(1)  prior law; or
(2)  this code if it also complies with Section 402.003.
(b)  On or after January 1, 2006, and before January 1, 2010, a foreign filing entity whose registration to do business has been canceled, revoked, involuntarily dissolved, suspended, or forfeited under prior law may reinstate its registration in accordance with:
(1)  prior law; or
(2)  this code if it also complies with Section 402.004.
(b-1)  On or after January 1, 2010, a domestic filing entity whose existence has been voluntarily dissolved or involuntarily dissolved under prior law or whose certificate of formation or equivalent governing document has been canceled, revoked, suspended, or forfeited under prior law may reinstate the entity in accordance with this code.
(b-2)  On or after January 1, 2010, a foreign filing entity whose registration to do business has been canceled, revoked, suspended, or forfeited under prior law may reinstate its registration in accordance with this code.
(c)  If the certificate of formation of a domestic filing entity or the registration to do business of a foreign filing entity is forfeited under the Tax Code, the entity must revive the certificate of formation or registration in accordance with that 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. 105, eff. January 1, 2006.
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 63, eff. September 1, 2011.
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 64, eff. September 1, 2011.
2023 Texas Statutes › Business Organizations Code › Title 8 - Miscellaneous and Transition Provisions › Chapter 402 - Miscellaneous and Transition Provisions › Section 402.014. Maintenance of Prior Action

Sec. 402.014.  MAINTENANCE OF PRIOR ACTION.  Except as expressly provided by this title, this code does not apply to an action or proceeding commenced before the mandatory application date.  Prior law applies to the action or proceeding.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 8 - Miscellaneous and Transition Provisions › Chapter 402 - Miscellaneous and Transition Provisions › Section 402.015. Perpetual Duration of Old Corporations

Sec. 402.015.  PERPETUAL DURATION OF OLD CORPORATIONS.  (a)  Notwithstanding any provision in the articles of incorporation limiting the period of duration of a domestic for-profit corporation formed before September 6, 1955, the period of duration of the corporation became perpetual on May 2, 1979, if the corporation was in existence according to the records of the secretary of state on May 2, 1979.  A corporation described by this subsection may amend the corporation's articles of incorporation or certificate of formation, as applicable, to limit the corporation's period of duration after May 2, 1979.
(b)  Notwithstanding a provision in the articles of incorporation limiting the period of duration of a domestic nonprofit corporation formed before August 10, 1959, the period of duration of the corporation became perpetual on May 2, 1979, if the corporation was in existence according to the records of the secretary of state on May 2, 1979.  A corporation described by this subsection may amend the corporation's articles of incorporation or certificate of formation, as applicable, to limit the corporation's period of duration after May 2, 1979.
Added by Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 35, eff. September 1, 2017.
2023 Texas Statutes › Civil Practice and Remedies Code › Title 1 - General Provisions › Chapter 1 - General Provisions › Section 1.001. Purpose of Code

Sec. 1.001.  PURPOSE OF CODE.  (a)  This code is enacted as a part of the state's continuing statutory revision program, begun by the Texas Legislative Council in 1963 as directed by the legislature in Chapter 323, Government Code.  The program contemplates a topic-by-topic revision of the state's general and permanent statute law without substantive change.
(b)  Consistent with the objectives of the statutory revision program, 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, unconstitutional, expired, executed, and other ineffective provisions;  and
(4)  restating the law in modern American English to the greatest extent possible.
Acts 1985, 69th Leg., ch. 959, Sec. 1, eff. Sept. 1, 1985.  Amended by Acts 1987, 70th Leg., ch. 167, Sec. 3.01, eff. Sept. 1, 1987.
2023 Texas Statutes › Civil Practice and Remedies Code › Title 1 - General Provisions › Chapter 1 - General Provisions › Section 1.002. Construction of Code

Sec. 1.002.  CONSTRUCTION OF CODE.  The Code Construction Act (Chapter 311, Government Code) applies to the construction of each provision in this code, except as otherwise expressly provided by this code.
Acts 1985, 69th Leg., ch. 959, Sec. 1, eff. Sept. 1, 1985.  Amended by Acts 1987, 70th Leg., ch. 167, Sec. 3.02, eff. Sept. 1, 1987.
2023 Texas Statutes › Civil Practice and Remedies Code › Title 1 - General Provisions › Chapter 1 - General Provisions › Section 1.003. Internal References

Sec. 1.003.  INTERNAL REFERENCES.  In this code:
(1)  a reference to a title, chapter, or section without further identification is a reference to a title, chapter, or section of this code;  and
(2)  a reference to a subtitle, subchapter, subsection, subdivision, paragraph, or other numbered or lettered unit without further identification is a reference to a unit of the next larger unit of this code in which the reference appears.
Acts 1985, 69th Leg., ch. 959, Sec. 1, eff. Sept. 1, 1985.
2023 Texas Statutes › Civil Practice and Remedies Code › Title 2 - Trial, Judgment, and Appeal › Subtitle A - General Provisions › Chapter 5 - Rule of Decision › Section 5.001. Rule of Decision

Sec. 5.001.  RULE OF DECISION.  (a)  The rule of decision in this state consists of those portions of the common law of England that are not inconsistent with the constitution or the laws of this state, the constitution of this state, and the laws of this state.
(b)  In any action governed by the laws of this state concerning rights and obligations under the law, the American Law Institute's Restatements of the Law are not controlling.
Acts 1985, 69th Leg., ch. 959, Sec. 1, eff. Sept. 1, 1985.
Amended by:
Acts 2019, 86th Leg., R.S., Ch. 845 (H.B. 2757), Sec. 1, eff. September 1, 2019.
2023 Texas Statutes › Civil Practice and Remedies Code › Title 2 - Trial, Judgment, and Appeal › Subtitle A - General Provisions › Chapter 6 - Governmental Exemption From Bond and Security Requirements › Section 6.001. State and Federal Agencies Exempt From Bond for Court Costs or Appeal

Sec. 6.001.  STATE AND FEDERAL AGENCIES EXEMPT FROM BOND FOR COURT COSTS OR APPEAL.  (a)  A governmental entity or officer listed in Subsection (b) may not be required to file a bond for court costs incident to a suit filed by the entity or officer or for an appeal or writ of error taken out by the entity or officer and is not required to give a surety for the issuance of a bond to take out a writ of attachment, writ of sequestration, distress warrant, or writ of garnishment in a civil suit.
(b)  The following are exempt from the bond requirements:
(1)  this state;
(2)  a department of this state;
(3)  the head of a department of this state;
(4)  a county of this state;
(5)  the Federal Housing Administration;
(6)  the Federal National Mortgage Association;
(7)  the Government National Mortgage Association;
(8)  the Veterans' Administration;
(9)  the administrator of veterans affairs;
(10)  any national mortgage savings and loan insurance corporation created by an act of congress as a national relief organization that operates on a statewide basis;  and
(11)  the Federal Deposit Insurance Corporation in its capacity as receiver or in its corporate capacity.
(c)  Notwithstanding Subsection (a), a county or district attorney is not exempted from filing a bond to take out an extraordinary writ unless the commissioners court of the county approves the exemption in an action brought in behalf of the county or unless the attorney general approves the exemption in an action brought in behalf of the state.
Acts 1985, 69th Leg., ch. 959, Sec. 1, eff. Sept. 1, 1985.  Amended by Acts 1987, 70th Leg., ch. 167, Sec. 3.03(a), eff. Sept. 1, 1987.
2023 Texas Statutes › Civil Practice and Remedies Code › Title 2 - Trial, Judgment, and Appeal › Subtitle A - General Provisions › Chapter 6 - Governmental Exemption From Bond and Security Requirements › Section 6.002. Cities Exempt From Security for Court Costs

Sec. 6.002.  CITIES EXEMPT FROM SECURITY FOR COURT COSTS.  (a)  Security for costs may not be required of an incorporated city or town of this state in an action, suit, or proceeding.
(b)  A municipality may institute and prosecute suits without giving security for cost and may appeal from judgment without giving supersedeas or cost bond.
Acts 1985, 69th Leg., ch. 959, Sec. 1, eff. Sept. 1, 1985.  Amended by Acts 1987, 70th Leg., ch. 149, Sec. 21, eff. Sept. 1, 1987;  Acts 2001, 77th Leg., ch. 625, Sec. 1, eff. Sept. 1, 2001.
2023 Texas Statutes › Civil Practice and Remedies Code › Title 2 - Trial, Judgment, and Appeal › Subtitle A - General Provisions › Chapter 6 - Governmental Exemption From Bond and Security Requirements › Section 6.003. Water Districts Exempt From Appeal Bond

Sec. 6.003.  WATER DISTRICTS EXEMPT FROM APPEAL BOND.  (a)  A governmental entity listed in Subsection (b) may not be required to give bond on an appeal or writ of error taken in a civil case that the entity is prosecuting or defending in its official capacity.
(b)  The following are exempt from the appeal bond requirements:
(1)  a water improvement district, a water control and improvement district, an irrigation district, a conservation and reclamation district, or a water control and preservation district organized under state law;
(2)  a levee improvement district organized under state law;
(3)  a drainage district organized under state law;  and
(4)  an entity created under Section 52, Article III, or Section 59, Article XVI, Texas Constitution.
Acts 1985, 69th Leg., ch. 959, Sec. 1, eff. Sept. 1, 1985.  Amended by Acts 1997, 75th Leg., ch. 1070, Sec. 46, eff. Sept. 1, 1997.
2023 Texas Statutes › Civil Practice and Remedies Code › Title 2 - Trial, Judgment, and Appeal › Subtitle A - General Provisions › Chapter 6 - Governmental Exemption From Bond and Security Requirements › Section 6.004. School Districts Exempt From Security for Court Costs and Appeal Bond

Sec. 6.004.  SCHOOL DISTRICTS EXEMPT FROM SECURITY FOR COURT COSTS AND APPEAL BOND.  A school district may institute and prosecute suits without giving security for cost and may appeal from judgment without giving supersedeas or cost bond.
Added by Acts 2011, 82nd Leg., R.S., Ch. 243 (H.B. 942), Sec. 1, eff. September 1, 2011.
2023 Texas Statutes › Civil Practice and Remedies Code › Title 2 - Trial, Judgment, and Appeal › Subtitle A - General Provisions › Chapter 7 - Liability of Court Officers › Subchapter A. Liability of Officer › Section 7.001. Liability for Refusal or Neglect in Performance of Official Duties

Sec. 7.001.  LIABILITY FOR REFUSAL OR NEGLECT IN PERFORMANCE OF OFFICIAL DUTIES.  (a)  A clerk, sheriff, or other officer who neglects or refuses to perform a duty required under the Texas Rules of Civil Procedure or under a provision of this code derived from those rules is liable for actual damages only in a suit brought by a person injured by the officer's neglect or refusal.
(b)  The officer may be punished for contempt of court for neglect or refusal in the performance of those duties.  The court shall set the fine at not less than $10 or more than $100, with costs.  The officer must be given 10 days' notice of the motion.
(c)  This section does not create a cause of action for an action that can otherwise be brought under Chapter 34.  A party may seek actual damages under this section or Chapter 34, or the party may seek contempt sanctions, but the party may not seek both damages and contempt.
(d)  An action or motion brought under this section must comply with and is subject to the provisions in Sections 34.068, 34.069, 34.070, and 34.074, except that a motion brought under Subsection (b) need not comply with Section 34.068(b).
Acts 1985, 69th Leg., ch. 959, Sec. 1, eff. Sept. 1, 1985.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 421 (S.B. 1269), Sec. 1, eff. September 1, 2007.