reglab/statecodes huggingface dataset:
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 11 - Winding Up and Termination of Domestic Entity › Subchapter I. Receivership › Section 11.408. Supervising Court; Jurisdiction; Authority

Sec. 11.408.  SUPERVISING COURT;  JURISDICTION;  AUTHORITY.  (a)  A court supervising a receivership under this subchapter may, from time to time:
(1)  make allowances to a receiver or attorney in the proceeding;  and
(2)  direct the payment of a receiver or attorney from the property of the domestic entity that is within the scope of the receivership or the proceeds of any sale or disposition of that property.
(b)  A court that appoints a receiver under this subchapter for the property or business of a domestic entity has exclusive jurisdiction over the domestic entity and all of its property, regardless of where the property is located.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 11 - Winding Up and Termination of Domestic Entity › Subchapter I. Receivership › Section 11.409. Ancillary Receiverships of Foreign Entities

Sec. 11.409.  ANCILLARY RECEIVERSHIPS OF FOREIGN ENTITIES.  (a)  Notwithstanding any provision of this code to the contrary, a district court in the county in which the registered office of a foreign entity doing business in this state is located has jurisdiction to appoint an ancillary receiver for the property and business of that entity when the court determines that circumstances exist to require the appointment of an ancillary receiver.
(b)  A receiver appointed under Subsection (a) serves ancillary to a receiver acting under orders of an out-of-state court that has jurisdiction to appoint a receiver for 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 11 - Winding Up and Termination of Domestic Entity › Subchapter I. Receivership › Section 11.410. Receivership for All Property and Business of Foreign Entity

Sec. 11.410.  RECEIVERSHIP FOR ALL PROPERTY AND BUSINESS OF FOREIGN ENTITY.  (a)  A district court may appoint a receiver for all of the property, in and outside this state, of a foreign entity doing business in this state and its business if the court determines, in accordance with the ordinary usages of equity, that circumstances exist that necessitate the appointment of a receiver even if a receiver has not been appointed by another court.
(b)  The appointing court shall convert a receivership created under Subsection (a) into an ancillary receivership if the appointing court determines an ancillary receivership is appropriate because a court in another state has ordered a receivership of all property and business 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 11 - Winding Up and Termination of Domestic Entity › Subchapter I. Receivership › Section 11.411. Governing Persons and Owners Not Necessary Parties Defendant

Sec. 11.411.  GOVERNING PERSONS AND OWNERS NOT NECESSARY PARTIES DEFENDANT.  Governing persons and owners or members of a domestic entity are not necessary parties to an action for a receivership or liquidation of the property and business of a domestic entity unless relief is sought against those persons individually.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 11 - Winding Up and Termination of Domestic Entity › Subchapter I. Receivership › Section 11.412. Decree of Involuntary Termination

Sec. 11.412.  DECREE OF INVOLUNTARY TERMINATION.  In an action in which the court has ordered the liquidation of the property and business of a domestic entity in accordance with other provisions of this code, the court shall enter a decree terminating the existence of the entity:
(1)  when the costs and expenses of the action and all obligations and liabilities of the domestic entity have been paid and discharged or adequately provided for and all of the entity's remaining property has been distributed to its owners and members; or
(2)  if the entity's property is not sufficient to discharge the costs and other expenses of the action and all obligations and liabilities of the entity, when all the property of the entity has been applied toward their payment.
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. 69, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 11 - Winding Up and Termination of Domestic Entity › Subchapter I. Receivership › Section 11.413. Supplemental Provisions for Application of Proceeds From Liquidation of Nonprofit Corporation

Sec. 11.413.  SUPPLEMENTAL PROVISIONS FOR APPLICATION OF PROCEEDS FROM LIQUIDATION OF NONPROFIT CORPORATION.  (a)  In proceedings under Section 11.405, the property of a nonprofit corporation or the proceeds resulting from a sale, conveyance, or other disposition of its property shall be applied to:
(1)  pay, satisfy, and discharge all costs and expenses of the court proceedings and all liabilities and obligations of the nonprofit corporation;  or
(2)  make adequate provision for the payment, satisfaction, and discharge of the costs, expenses, liabilities, or obligations described by Subdivision (1).
(b)  Any property remaining after application is made under this section must be applied and distributed in the manner provided by Section 22.304.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 11 - Winding Up and Termination of Domestic Entity › Subchapter I. Receivership › Section 11.414. Filing of Decree of Involuntary Termination Against Filing Entity

Sec. 11.414.  FILING OF DECREE OF INVOLUNTARY TERMINATION AGAINST FILING ENTITY.  (a)  The clerk of a court that enters a decree terminating the existence of a filing entity under this subchapter shall file a certified copy of the decree in accordance with Chapter 4.
(b)  A fee may not be charged for the filing of a decree under this section.
(c)  Subject to Section 11.356, the existence of the filing entity ceases when the certified copy of the decree is filed in accordance with Chapter 4.
Added by Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 42, eff. January 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 12 - Administrative Powers › Subchapter A. Secretary of State › Section 12.001. Authority of Secretary of State

Sec. 12.001.  AUTHORITY OF SECRETARY OF STATE.  (a)  The secretary of state may adopt procedural rules for the filing of instruments, including the filing of instruments by electronic or other means, authorized to be filed with the secretary of state under this code.
(b)  The secretary of state has the power and authority reasonably necessary to enable the secretary to perform the duties imposed on the secretary under this code.
(c)  The secretary of state, on acceptance of the filing of an instrument authorized to be filed with the secretary of state under this code, may issue:
(1)  a certificate that evidences the filing of the instrument;
(2)  a letter that acknowledges the filing of the instrument; or
(3)  a certificate that evidences the filing of the instrument and a letter that acknowledges the filing of the instrument.
(d)  This section and Sections 12.003 and 12.004 do not apply to a domestic real estate investment trust.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 26, eff. September 1, 2009.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 12 - Administrative Powers › Subchapter A. Secretary of State › Section 12.002. Interrogatories by Secretary of State

Sec. 12.002.  INTERROGATORIES BY SECRETARY OF STATE.  (a)  As necessary and proper for the secretary of state to determine whether a filing entity or a foreign filing entity has complied with this code, the secretary of state may serve by mail interrogatories on the entity or a managerial official.
(b)  An entity or individual to whom an interrogatory is sent by the secretary of state shall answer the interrogatory before the later of the 31st day after the date the interrogatory is mailed or a date set by the secretary of state.  Each answer to an interrogatory must be complete, in writing, and under oath.  An interrogatory directed to an individual shall be answered by the individual, and an interrogatory directed to an entity shall be answered by a managerial official.
(c)  The secretary of state is not required to file any instrument to which an interrogatory relates until the interrogatory is answered as provided by this section and only if the instrument conforms to the requirements of this code.  The secretary of state shall certify to the attorney general for action as the attorney general may consider appropriate an interrogatory and answer to the interrogatory that disclose a violation of this code.
(d)  This section and Sections 12.003 and 12.004 do not apply to domestic real estate investment trusts.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 12 - Administrative Powers › Subchapter A. Secretary of State › Section 12.003. Information Disclosed by Interrogatories

Sec. 12.003.  INFORMATION DISCLOSED BY INTERROGATORIES.  An interrogatory sent by the secretary of state and the answer to the interrogatory are subject to Chapter 552, Government Code.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 12 - Administrative Powers › Subchapter A. Secretary of State › Section 12.004. Appeals From Secretary of State

Sec. 12.004.  APPEALS FROM SECRETARY OF STATE.  (a)  If the secretary of state does not approve the filing of a filing instrument, the secretary of state shall, before the 11th day after the date of the delivery of the filing instrument to the secretary of state, notify the person delivering the filing instrument of the disapproval and specifying each reason for the disapproval.  The disapproval of a filing instrument by the secretary of state may be appealed only to a district court of Travis County by filing with the court clerk a petition, a copy of the filing instrument sought to be filed, and a copy of any written disapproval by the secretary of state of the filing instrument.  The court shall try the appeal de novo and shall sustain the action of the secretary of state or direct the secretary to take any action the court considers to be proper.
(b)  A final order or judgment entered by the district court under this section in review of any ruling or decision of the secretary of state may be appealed as in other civil actions.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 12 - Administrative Powers › Subchapter A. Secretary of State › Section 12.005. Fee Waiver for New Veteran-Owned Business

Text of section effective until January 01, 2026
Sec. 12.005.  FEE WAIVER FOR NEW VETERAN-OWNED BUSINESS.  The secretary of state shall waive all fees imposed under Subchapter D, Chapter 4, for an entity that is a new veteran-owned business as defined by Section 171.0005, Tax Code, until the earlier of:
(1)  the fifth anniversary of the date on which the entity was formed; or
(2)  the date the entity ceases to qualify as a new veteran-owned business as defined by Section 171.0005, Tax Code.
Added by Acts 2021, 87th Leg., R.S., Ch. 859 (S.B. 938), Sec. 1, eff. January 1, 2022.
Repealed by Acts 2021, 87th Leg., R.S., Ch. 859 (S.B. 938), Sec. 9(1), eff. January 1, 2026.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 12 - Administrative Powers › Subchapter B. Attorney General › Section 12.151. Authority of Attorney General to Examine Books and Records

Sec. 12.151.  AUTHORITY OF ATTORNEY GENERAL TO EXAMINE BOOKS AND RECORDS.  Each filing entity and foreign filing entity shall permit the attorney general to inspect, examine, and make copies, as the attorney general considers necessary in the performance of a power or duty of the attorney general, of any record of the entity.  A record of the entity includes minutes and a book, account, letter, memorandum, document, check, voucher, telegram, constitution, and bylaw.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 12 - Administrative Powers › Subchapter B. Attorney General › Section 12.152. Request to Examine

Sec. 12.152.  REQUEST TO EXAMINE.  To examine the business of a filing entity or foreign filing entity, the attorney general shall make a written request to a managerial official, who shall immediately permit the attorney general to inspect, examine, and make copies of the records 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 12 - Administrative Powers › Subchapter B. Attorney General › Section 12.153. Authority to Examine Management of Entity

Sec. 12.153.  AUTHORITY TO EXAMINE MANAGEMENT OF ENTITY.  The attorney general may investigate the organization, conduct, and management of a filing entity or foreign filing entity and determine if the entity has been or is engaged in acts or conduct in violation of:
(1)  its governing documents;  or
(2)  any law of this state.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 12 - Administrative Powers › Subchapter B. Attorney General › Section 12.154. Authority to Disclose Information

Sec. 12.154.  AUTHORITY TO DISCLOSE INFORMATION.  Information held by the attorney general and derived in the course of an examination of an entity's records or documents is not public information, is not subject to Chapter 552, Government Code, and may not be disclosed except:
(1)  in the course of an administrative or judicial proceeding in which the state is a party;
(2)  in a suit by the state to:
(A)  revoke the registration of the foreign filing entity or terminate the certificate of formation of the filing entity;  or
(B)  collect penalties for a violation of the law of this state;  or
(3)  to provide information to any officer of this state charged with the enforcement of its laws.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 12 - Administrative Powers › Subchapter B. Attorney General › Section 12.155. Forfeiture of Business Privileges

Sec. 12.155.  FORFEITURE OF BUSINESS PRIVILEGES.  A foreign filing entity or a filing entity that fails or refuses to permit the attorney general to examine or make copies of a record, without regard to whether the record is located in this or another state, forfeits the right of the entity to do business in this state, and the entity's registration or certificate of formation shall be revoked or terminated.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 12 - Administrative Powers › Subchapter B. Attorney General › Section 12.156. Criminal Penalty

Sec. 12.156.  CRIMINAL PENALTY.  (a)  A managerial official or other individual having the authority to manage the affairs of a filing entity or foreign filing entity commits an offense if the official or individual fails or refuses to permit the attorney general to make an investigation of the entity or to examine or to make copies of a record of the entity.
(b)  An offense under this section is a Class B misdemeanor.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 12 - Administrative Powers › Subchapter C. Enforcement Lien › Section 12.201. Lien for Law Violations

Sec. 12.201.  LIEN FOR LAW VIOLATIONS.  (a)  If a filing entity or foreign filing entity violates a law of this state, including the law against trusts, monopolies, and conspiracies, or combinations or contracts in restraint of trade, for the violation of which a fine, penalties, or forfeiture is provided, all of the entity's property in this state at the time of the violation or that after the violation comes into this state is, because of the violation, liable for any fine or penalty under this chapter and for costs of suit and costs of collection.
(b)  The state has a lien on all property of a filing entity or foreign filing entity in this state on the date a suit is instituted by or under the direction of the attorney general in a court of this state for the purpose of forfeiting the certificate of formation or revoking the registration of the entity or for the collection of a fine or penalty due to the state.
(c)  The filing of a suit for a fine, penalties, or forfeiture is notice of the lien.
(d)  In addition to the property subjected to the lien under Subsection (b), the lien applies to any property that comes into the possession of a receiver appointed under Subchapter D.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 12 - Administrative Powers › Subchapter D. Enforcement Proceedings › Section 12.251. Receiver

Sec. 12.251.  RECEIVER.  In a suit filed by this state against a filing entity or foreign filing entity for the termination of the entity's certificate of formation or registration or for a fine or penalty, the court in this state in which the suit is pending:
(1)  shall appoint a receiver for the property and business of the entity in this state or that subsequently comes into this state during the receivership if the filing entity or foreign filing entity commences the process of winding up its business in this or another state or a judgment is rendered against it in this or another state for the termination of the entity's certificate of formation or registration;  and
(2)  may appoint a receiver for the entity if the interest of the state requires the appointment.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 12 - Administrative Powers › Subchapter D. Enforcement Proceedings › Section 12.252. Foreclosure

Sec. 12.252.  FORECLOSURE.  (a)  The attorney general may bring suit to foreclose a lien created by this chapter.
(b)  If a filing entity or a foreign filing entity subject to this code has commenced the winding up process or has had the entity's certificate of formation or registration terminated by a judgment, citation in a suit for foreclosure may be served on any person in this state who acted and was acting as agent of the entity in this state when the entity commenced the winding up process or the entity's certificate of formation or registration was terminated.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 12 - Administrative Powers › Subchapter D. Enforcement Proceedings › Section 12.253. Action Against Insolvent Entity

Sec. 12.253.  ACTION AGAINST INSOLVENT ENTITY.  When the attorney general is convinced that a filing entity or foreign filing entity is insolvent, the attorney general shall institute quo warranto or other appropriate proceedings to terminate the certificate of formation or registration of the filing entity or foreign filing entity that is insolvent.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 12 - Administrative Powers › Subchapter D. Enforcement Proceedings › Section 12.254. Suits by District or County Attorney

Sec. 12.254.  SUITS BY DISTRICT OR COUNTY ATTORNEY.  A district or county attorney shall bring and prosecute a proceeding under Section 12.252 or 12.253 when directed to do so by the attorney general.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 12 - Administrative Powers › Subchapter D. Enforcement Proceedings › Section 12.255. Permission to Sue

Sec. 12.255.  PERMISSION TO SUE.  Before a petition may be filed by the attorney general or by a district or county attorney in a suit authorized by Section 12.252 or 12.253, leave must be granted by the judge of the court in which the proceeding is to be filed.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 12 - Administrative Powers › Subchapter D. Enforcement Proceedings › Section 12.256. Examination and Notice

Sec. 12.256.  EXAMINATION AND NOTICE.  (a)  The judge of a court in which a proceeding under Section 12.252 or 12.253 is to be filed shall carefully examine the petition before granting leave to sue.  The judge may also require an examination into the facts.  If it appears with reasonable certainty from the petition or from the petition and facts that there is a prima facie showing for the relief sought, the judge may grant leave to file.
(b)  On an application for the appointment of a receiver, the entity proceeded against is entitled to 10 days' notice before the day set for the hearing.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 12 - Administrative Powers › Subchapter D. Enforcement Proceedings › Section 12.257. Dismissal of Action

Sec. 12.257.  DISMISSAL OF ACTION.  (a)  A suit authorized by Section 12.253 or 12.258 may not be filed or, if filed, shall be dismissed if the entity, through its owners or members, reduces its indebtedness so that it is not insolvent.
(b)  The respondent shall pay the costs of a dismissed suit under this section.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 12 - Administrative Powers › Subchapter D. Enforcement Proceedings › Section 12.258. Liquidation of Insolvent Entity

Sec. 12.258.  LIQUIDATION OF INSOLVENT ENTITY.  (a)  A court hearing a proceeding under Section 12.253 against an insolvent entity may, after the entity has been shown to be insolvent, appoint one or more receivers for the entity and its property.  The receiver may settle the affairs of the entity, collect outstanding debts, and divide the money and property belonging to the entity among its owners after paying the debts of the entity and all expenses incidental to the judicial proceedings and receivership.
(b)  The court may continue the existence of the entity for three years and for additional reasonable time as necessary to accomplish the purposes of this subchapter.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 12 - Administrative Powers › Subchapter D. Enforcement Proceedings › Section 12.259. Extraordinary Remedies; Bond

Sec. 12.259.  EXTRAORDINARY REMEDIES;  BOND.  The state has a right to a writ of attachment, garnishment, sequestration, or injunction, without bond, to aid in the enforcement of the state's rights created by this chapter.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 12 - Administrative Powers › Subchapter D. Enforcement Proceedings › Section 12.260. Abatement of Suit

Sec. 12.260.  ABATEMENT OF SUIT.  An action or cause of action for a fine, penalty, or forfeiture that this state has or may have against a filing entity or foreign filing entity does not abate because the entity winds up, voluntarily or otherwise, or the entity's certificate of formation is terminated or the entity's registration is revoked.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 70, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 12 - Administrative Powers › Subchapter D. Enforcement Proceedings › Section 12.261. Provisions Cumulative

Sec. 12.261.  PROVISIONS CUMULATIVE.  Each right or remedy provided by this chapter is cumulative and does not affect any other right or remedy for the enforcement, payment, or collection of a fine, forfeiture, or penalty or any other means provided by law for securing or preserving testimony or inquiring into the rights or privileges of an entity.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 20 - General Provisions › Section 20.001. Signature Requirements for Filing Instruments

Sec. 20.001.  SIGNATURE REQUIREMENTS FOR FILING INSTRUMENTS.  (a)  Unless otherwise provided by Section 3.054 or 3.060(b) or this title, a filing instrument of a corporation must be signed by an officer of the corporation.
(b)  A certificate of termination, a certificate of reinstatement, a certificate of amendment to cancel an event requiring winding up, or a restated certificate of formation that contains an amendment to cancel an event requiring winding up may be signed by:
(1)  one of the organizers if the winding up, the reinstatement, or the cancellation of an event requiring winding up was authorized by the organizers under Section 21.502(2) or 22.302(1)(B); or
(2)  one of the directors if the winding up, the reinstatement, or the cancellation of an event requiring winding up was authorized by the board of directors under Section 21.502(2) or 22.302(1)(B).
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 19, eff. September 1, 2015.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 20 - General Provisions › Section 20.002. Ultra Vires Acts

Sec. 20.002.  ULTRA VIRES ACTS.  (a)  Lack of capacity of a corporation may not be the basis of any claim or defense at law or in equity.
(b)  An act of a corporation or a transfer of property by or to a corporation is not invalid because the act or transfer was:
(1)  beyond the scope of the purpose or purposes of the corporation as expressed in the corporation's certificate of formation;  or
(2)  inconsistent with a limitation on the authority of an officer or director to exercise a statutory power of the corporation, as that limitation is expressed in the corporation's certificate of formation.
(c)  The fact that an act or transfer is beyond the scope of the expressed purpose or purposes of the corporation or is inconsistent with an expressed limitation on the authority of an officer or director may be asserted in a proceeding:
(1)  by a shareholder or member against the corporation to enjoin the performance of an act or the transfer of property by or to the corporation;
(2)  by the corporation, acting directly or through a receiver, trustee, or other legal representative, or through members or shareholders in a representative suit, against an officer or director or former officer or director of the corporation for exceeding that person's authority; or
(3)  by the attorney general to:
(A)  terminate the corporation;
(B)  enjoin the corporation from performing an unauthorized act; or
(C)  enforce divestment of real property acquired or held contrary to the laws of this state.
(d)  If the unauthorized act or transfer sought to be enjoined under Subsection (c)(1) is being or is to be performed or made under a contract to which the corporation is a party and if each party to the contract is a party to the proceeding, the court may set aside and enjoin the performance of the contract.  The court may award to the corporation or to another party to the contract, as appropriate, compensation for loss or damage resulting from the action of the court in setting aside and enjoining the performance of the contract, excluding loss of anticipated profits.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 21, eff. September 1, 2023.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 21 - For-Profit Corporations › Subchapter B. Formation and Governing Documents › Section 21.051. No Property Right in Certificate of Formation

Sec. 21.051.  NO PROPERTY RIGHT IN CERTIFICATE OF FORMATION.  A shareholder of a corporation does not have a vested property right resulting from the certificate of formation, including a provision in the certificate of formation relating to the management, control, capital structure, dividend entitlement, purpose, or duration of the corporation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 21 - For-Profit Corporations › Subchapter B. Formation and Governing Documents › Section 21.052. Procedures to Adopt Amendment to Certificate of Formation

Sec. 21.052.  PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION.  (a)  To adopt an amendment to the certificate of formation of a corporation as provided by Subchapter B, Chapter 3, the board of directors of the corporation shall:
(1)  adopt a resolution stating the proposed amendment;  and
(2)  follow the procedures prescribed by Sections 21.053-21.055.
(b)  The resolution may incorporate the proposed amendment in a restated certificate of formation that complies with Section 3.059.
(b-1)  The resolution may provide that at any time before the filing of a certificate of amendment takes effect as provided by Subchapter B, Chapter 3, the board of directors may abandon the proposed amendment to the certificate of formation without further action by the shareholders of the corporation, notwithstanding authorization of the proposed amendment by the shareholders.
(c)  The certificate of amendment must be filed in accordance with Chapter 4 and takes effect as provided by Subchapter B, Chapter 3.
(d)  This section does not affect:
(1)  the authority of the shareholders of a corporation to consent in writing to the cancellation of an event requiring winding up in accordance with Section 21.502(1); or
(2)  the authority of the organizers of a corporation to adopt a resolution to cancel an event requiring winding up in accordance with Section 21.502(2).
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 43, eff. January 1, 2006.
Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 20, eff. September 1, 2015.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 21 - For-Profit Corporations › Subchapter B. Formation and Governing Documents › Section 21.053. Adoption of Amendment by Board of Directors

Sec. 21.053.  ADOPTION OF AMENDMENT BY BOARD OF DIRECTORS.  (a)  If a corporation does not have any issued and outstanding shares, or in the case of an amendment under Subsection (b) or (c), the board of directors may adopt a proposed amendment to the corporation's certificate of formation by resolution without shareholder approval.
(b)  Notwithstanding Section 21.054, the board of directors may adopt a proposed amendment without shareholder approval in the manner provided by Section 21.155 if the amendment to the corporation's certificate of formation relates to a series of shares established by the board under authority granted to the board in the certificate of formation as provided by Section 21.155.
(c)  Notwithstanding Section 21.054 and except as otherwise provided by the certificate of formation, the board of directors of a corporation that has outstanding shares may, without shareholder approval, adopt an amendment to the corporation's certificate of formation to change the word or abbreviation in its corporate name as required by Section 5.054(a) to be a different word or abbreviation required by that section.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 44, eff. January 1, 2006.
Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 21, eff. September 1, 2015.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 21 - For-Profit Corporations › Subchapter B. Formation and Governing Documents › Section 21.054. Adoption of Amendment by Shareholders

Sec. 21.054.  ADOPTION OF AMENDMENT BY SHAREHOLDERS.  If a corporation has issued and outstanding shares:
(1)  a resolution described by Section 21.052 must also direct that the proposed amendment be submitted to a vote of the shareholders at a meeting;  and
(2)  the shareholders must approve the proposed amendment in the manner provided by Section 21.055.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 21 - For-Profit Corporations › Subchapter B. Formation and Governing Documents › Section 21.055. Notice of and Meeting to Consider Proposed Amendment

Sec. 21.055.  NOTICE OF AND MEETING TO CONSIDER PROPOSED AMENDMENT.  (a)   Each shareholder of record entitled to vote shall be given written notice containing the proposed amendment or a summary of the changes to be effected within the time and in the manner provided by this code for giving notice of meetings to shareholders.  The proposed amendment or summary may be included in the notice required to be provided for an annual meeting.
(b)  At the meeting, the proposed amendment shall be adopted only on receiving the affirmative vote of shareholders entitled to vote required by Section 21.364.
(c)  An unlimited number of amendments may be submitted for adoption by the shareholders at a meeting.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 21 - For-Profit Corporations › Subchapter B. Formation and Governing Documents › Section 21.056. Restated Certificate of Formation

Sec. 21.056.  RESTATED CERTIFICATE OF FORMATION.  (a)  A corporation may adopt a restated certificate of formation as provided by Subchapter B, Chapter 3, by following the same procedures to amend its certificate of formation under Sections 21.052-21.055, except that:
(1)  shareholder approval is not required if an amendment is not adopted; and
(2)  the shareholders of a corporation may consent in writing, or the organizers of a corporation may adopt a resolution, to authorize a restated certificate of formation that contains an amendment to cancel an event requiring winding up in accordance with Section 21.502(1) or (2).
(b)  The restated certificate of formation shall be filed in accordance with Chapter 4 and takes effect as provided by Subchapter B, Chapter 3.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 22, eff. September 1, 2015.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 21 - For-Profit Corporations › Subchapter B. Formation and Governing Documents › Section 21.057. Bylaws

Sec. 21.057.  BYLAWS.  (a)  The board of directors of a corporation shall adopt initial bylaws.
(b)  The bylaws may contain provisions for the regulation and management of the affairs of the corporation that are consistent with law and the corporation's certificate of formation.
(c)  A corporation's board of directors may amend or repeal bylaws or adopt new bylaws unless:
(1)  the corporation's certificate of formation or this code wholly or partly reserves the power exclusively to the corporation's shareholders;  or
(2)  in amending, repealing, or adopting a bylaw, the shareholders expressly provide that the board of directors may not amend, repeal, or readopt that bylaw.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Sec. 21.058.  DUAL AUTHORITY.  Unless the certificate of formation or a bylaw adopted by the shareholders provides otherwise as to all or a part of a corporation's bylaws, a corporation's shareholders may amend, repeal, or adopt the corporation's bylaws regardless of whether the bylaws may also be amended, repealed, or adopted by the corporation's board of directors.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 21 - For-Profit Corporations › Subchapter B. Formation and Governing Documents › Section 21.059. Organization Meeting

Sec. 21.059.  ORGANIZATION MEETING.  (a)  This section does not apply to a corporation created as a result of a conversion or merger the plan of which states the bylaws and names the officers of the corporation.
(b)  After the filing of a certificate of formation takes effect, an organization meeting shall be held at the call of the majority of the initial board of directors or the persons named in the certificate of formation under Section 3.007(a)(4) for the purpose of adopting bylaws, electing officers, and transacting other business.
(c)  Not later than the third day before the date of the meeting, the directors or other persons calling the meeting shall send notice of the time and place of the meeting to each other director or person named in the certificate of formation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 21 - For-Profit Corporations › Subchapter C. Shareholders' Agreements › Section 21.102. Term of Agreement

Sec. 21.102.  TERM OF AGREEMENT.  Any limit on the term or duration of a shareholders' agreement under this subchapter must be set forth in the agreement.  A shareholders' agreement under this subchapter that was in effect before September 1, 2015, remains in effect for 10 years, unless the agreement provides otherwise.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 23, eff. September 1, 2015.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 21 - For-Profit Corporations › Subchapter C. Shareholders' Agreements › Section 21.103. Disclosure of Agreement; Recall of Certain Certificates

Sec. 21.103.  DISCLOSURE OF AGREEMENT; RECALL OF CERTAIN CERTIFICATES.  (a)  The existence of an agreement authorized by this subchapter shall be noted conspicuously on the front or back of each certificate for outstanding shares or on the information statement required for uncertificated shares by Section 3.205.
(b)  The disclosure required by this section must include the sentence, "These shares are subject to the provisions of a shareholders' agreement that may provide for management of the corporation in a manner different than in other corporations and may subject a shareholder to certain obligations or liabilities not otherwise imposed on shareholders in other corporations."
(c)  A corporation that has outstanding shares represented by certificates at the time the shareholders of the corporation enter into an agreement under this subchapter shall recall the outstanding certificates and issue substitute certificates that comply with this subchapter.
(d)  The failure to note the existence of the agreement on the certificate or information statement does not affect the validity of the agreement or an action taken pursuant to the agreement.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 21 - For-Profit Corporations › Subchapter C. Shareholders' Agreements › Section 21.104. Effect of Shareholders' Agreement

Sec. 21.104.  EFFECT OF SHAREHOLDERS' AGREEMENT.  A shareholders' agreement that complies with this subchapter is effective among the shareholders and between the shareholders and the corporation even if the terms of the agreement are inconsistent with this code.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 21 - For-Profit Corporations › Subchapter C. Shareholders' Agreements › Section 21.105. Right of Rescission; Knowledge of Purchaser of Shares

Sec. 21.105.  RIGHT OF RESCISSION;  KNOWLEDGE OF PURCHASER OF SHARES.  (a)  A purchaser of shares who does not have knowledge at the time of purchase of the existence of a shareholders' agreement authorized by this subchapter is entitled to rescind the purchase.
(b)  A purchaser is considered to have knowledge of the existence of the shareholders' agreement for purposes of this section if:
(1)  the existence of the agreement is noted on the certificate or information statement for the shares as required by Section 21.103;  and
(2)  with respect to shares that are not represented by a certificate, the information statement noting existence of the agreement is delivered to the purchaser not later than the time the shares are purchased.
(c)  An action to enforce the right of rescission authorized by this section must be commenced not later than the earlier of:
(1)  the 90th day after the date the existence of the shareholder agreement is discovered;  or
(2)  the second anniversary of the purchase date of the shares.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 21 - For-Profit Corporations › Subchapter C. Shareholders' Agreements › Section 21.106. Agreement Limiting Authority of and Supplanting Board of Directors; Liability

Sec. 21.106.  AGREEMENT LIMITING AUTHORITY OF AND SUPPLANTING BOARD OF DIRECTORS;  LIABILITY.  (a)  A shareholders' agreement authorized by this subchapter that limits the discretion or powers of the board of directors or supplants the board of directors relieves the directors of, and imposes on a person in whom the discretion or powers of the board of directors or the management of the business and affairs of the corporation is vested, liability for an act or omission of the person in accordance with Subsection (b).
(b)  A person on whom liability for an act or omission is imposed under this section is liable in the same manner and to the same extent as a director on whom liability for an act or omission is imposed by this code or other law.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 21 - For-Profit Corporations › Subchapter C. Shareholders' Agreements › Section 21.107. Liability of Shareholder

Sec. 21.107.  LIABILITY OF SHAREHOLDER.  The existence of or a performance under a shareholders' agreement authorized by this subchapter is not a ground for imposing personal liability on a shareholder for an act or obligation of the corporation by disregarding the separate existence of the corporation or otherwise, even if the agreement or a performance under the agreement:
(1)  treats the corporation as if the corporation were a partnership or in a manner that otherwise is appropriate only among partners;
(2)  results in the corporation being considered a partnership for purposes of taxation;  or
(3)  results in failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 21 - For-Profit Corporations › Subchapter C. Shareholders' Agreements › Section 21.108. Persons Acting in Place of Shareholders

Sec. 21.108.  PERSONS ACTING IN PLACE OF SHAREHOLDERS.  An organizer or a subscriber for shares may act as a shareholder with respect to a shareholders' agreement authorized by this subchapter if no shares have been issued when the agreement is signed.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 21 - For-Profit Corporations › Subchapter C. Shareholders' Agreements › Section 21.109. Agreement Not Effective

Sec. 21.109.  AGREEMENT NOT EFFECTIVE.
(a)  A shareholders' agreement authorized by this subchapter ceases to be effective when shares of the corporation are:
(1)  listed on a national securities exchange; or
(2)   regularly traded in a market maintained by one or more members of a national or affiliated securities association.
(b)  If a corporation does not have a board of directors and an agreement of the shareholders of the corporation entered into under this subchapter ceases to be effective, a board of directors shall be instituted or reinstated to govern the corporation in the manner provided by Section 21.710(c).
(c)  If a shareholders' agreement that ceases to be effective is contained in or referred to by the certificate of formation or bylaws of a corporation, the board of directors of the corporation may adopt an amendment to the certificate of formation or bylaws, without shareholder action, to delete the agreement and any references to the agreement.
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. 21, eff. September 1, 2011.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 21 - For-Profit Corporations › Subchapter C. Shareholders' Agreements › Section 21.110. Other Shareholder Agreements Permitted

Sec. 21.110.  OTHER SHAREHOLDER AGREEMENTS PERMITTED.  This subchapter does not prohibit or impair any agreement between two or more shareholders, or between the corporation and one or more of the corporation's shareholders, permitted by Title 1, this chapter, or other law.
Added by Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 22, eff. September 1, 2011.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 21 - For-Profit Corporations › Subchapter D. Shares, Options, and Convertible Securities › Section 21.151. Number of Authorized Shares

Sec. 21.151.  NUMBER OF AUTHORIZED SHARES.  A corporation may issue the number of authorized shares stated in the corporation's certificate of formation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 2 - Corporations › Chapter 21 - For-Profit Corporations › Subchapter D. Shares, Options, and Convertible Securities › Section 21.152. Classes and Series of Shares

Sec. 21.152.  CLASSES AND SERIES OF SHARES.  (a)  A corporation's certificate of formation may divide the corporation's authorized shares into one or more classes and may divide one or more classes into one or more series.  If more than one class or series of shares is authorized, the certificate of formation must designate each class and series of authorized shares to distinguish that class and series from any other class or series.
(b)  Shares of the same class must be of the same par value or be without par value, as stated in the certificate of formation.
(c)  Shares of the same class must be identical in all respects unless the shares have been divided into one or more series.  If the shares of a class have been divided into one or more series, the shares may vary between series, but all shares of the same series must be identical in all respects.
(d)  A corporation's certificate of formation must authorize:
(1)  one or more classes or series of shares that together have unlimited voting rights; and
(2)  one or more classes or series of shares, which may be the same class or series of shares as those with voting rights, that together are entitled to receive the net assets of the corporation on winding up and termination.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 27, eff. September 1, 2009.