Texas Statutes
Business Organizations Code
Title 1 - General Provisions

Section 2.007. Additional Prohibited Activities of For-Profit Corporation - Sec. 2.007. ADDITIONAL PROHIBITED ACTIVITIES OF FOR-PROFIT CORPORATION. A for-profit...

Section 2.008. Nonprofit Corporations - Sec. 2.008. NONPROFIT CORPORATIONS. A corporation formed for the purpose...

Section 2.009. Permissible Purpose of Nonprofit Corporation Related to Organized Labor - Sec. 2.009. PERMISSIBLE PURPOSE OF NONPROFIT CORPORATION RELATED TO ORGANIZED...

Section 2.010. Prohibited Activities of Nonprofit Corporation - Sec. 2.010. PROHIBITED ACTIVITIES OF NONPROFIT CORPORATION. A nonprofit corporation...

Section 2.011. Purposes of Cooperative Association - Sec. 2.011. PURPOSES OF COOPERATIVE ASSOCIATION. (a) A person may...

Section 2.012. Limitation on Purposes of Real Estate Investment Trust - Sec. 2.012. LIMITATION ON PURPOSES OF REAL ESTATE INVESTMENT TRUST....

Subchapter B. Powers of Domestic Entity

Section 2.101. General Powers - Sec. 2.101. GENERAL POWERS. Except as otherwise provided by this...

Section 2.102. Additional Powers of Nonprofit Entity or Institution - Sec. 2.102. ADDITIONAL POWERS OF NONPROFIT ENTITY OR INSTITUTION. To...

Section 2.103. Power to Incur Indebtedness - Sec. 2.103. POWER TO INCUR INDEBTEDNESS. (a) Unless otherwise provided...

Section 2.104. Power to Make Guaranties - Sec. 2.104. POWER TO MAKE GUARANTIES. (a) In this section,...

Section 2.105. Additional Powers of Certain Pipeline Businesses - Sec. 2.105. ADDITIONAL POWERS OF CERTAIN PIPELINE BUSINESSES. In addition...

Section 2.106. Power of Nonprofit Corporation to Serve as Trustee - Sec. 2.106. POWER OF NONPROFIT CORPORATION TO SERVE AS TRUSTEE....

Section 2.107. Standard Tax Provisions for Certain Charitable Nonprofit Corporations; Power to Exclude - Sec. 2.107. STANDARD TAX PROVISIONS FOR CERTAIN CHARITABLE NONPROFIT CORPORATIONS;...

Section 2.108. Powers of Professional Association - Sec. 2.108. POWERS OF PROFESSIONAL ASSOCIATION. Except as provided by...

Section 2.109. Powers of Professional Corporation - Sec. 2.109. POWERS OF PROFESSIONAL CORPORATION. Except as provided by...

Section 2.110. Powers of Cooperative Association - Sec. 2.110. POWERS OF COOPERATIVE ASSOCIATION. (a) Except as provided...

Section 2.111. Limitation on Powers of Cooperative Association - Sec. 2.111. LIMITATION ON POWERS OF COOPERATIVE ASSOCIATION. Except for...

Section 2.112. Stated Powers in Subchapter Sufficient - Sec. 2.112. STATED POWERS IN SUBCHAPTER SUFFICIENT. A domestic entity...

Section 2.113. Limitation on Powers - Sec. 2.113. LIMITATION ON POWERS. (a) This subchapter does not...

Section 2.114. Certificated Indebtedness; Manner of Issuance; Signature and Seal - Sec. 2.114. CERTIFICATED INDEBTEDNESS; MANNER OF ISSUANCE; SIGNATURE AND SEAL....

Section 2.115. Choice of Forum Provisions - Sec. 2.115. CHOICE OF FORUM PROVISIONS. (a) In this section,...

Chapter 3 - Formation and Governance

Subchapter A. Formation, Existence, and Certificate of Formation

Section 3.001. Formation and Existence of Filing Entities - Sec. 3.001. FORMATION AND EXISTENCE OF FILING ENTITIES. (a) Subject...

Section 3.002. Formation and Existence of Nonfiling Entities - Sec. 3.002. FORMATION AND EXISTENCE OF NONFILING ENTITIES. The requirements...

Section 3.003. Duration - Sec. 3.003. DURATION. A domestic entity exists perpetually unless otherwise...

Section 3.004. Organizers - Sec. 3.004. ORGANIZERS. (a) Any person having the capacity to...

Section 3.005. Certificate of Formation - Sec. 3.005. CERTIFICATE OF FORMATION. (a) The certificate of formation...

Section 3.006. Filings in Case of Merger or Conversion - Sec. 3.006. FILINGS IN CASE OF MERGER OR CONVERSION. (a)...

Section 3.007. Supplemental Provisions Required in Certificate of Formation of For-Profit or Professional Corporation - Sec. 3.007. SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF...

Section 3.009. Supplemental Provisions Required in Certificate of Formation of Nonprofit Corporation - Sec. 3.009. SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF...

Section 3.010. Supplemental Provisions Required in Certificate of Formation of Limited Liability Company - Sec. 3.010. SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF...

Section 3.011. Supplemental Provisions Regarding Certificate of Formation of Limited Partnership - Sec. 3.011. SUPPLEMENTAL PROVISIONS REGARDING CERTIFICATE OF FORMATION OF LIMITED...

Section 3.012. Supplemental Provisions Required in Certificate of Formation of Real Estate Investment Trust - Sec. 3.012. SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF...

Section 3.013. Supplemental Provisions Required in Certificate of Formation of Cooperative Association - Sec. 3.013. SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF...

Section 3.014. Supplemental Provisions Required in Certificate of Formation of Professional Entity - Sec. 3.014. SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF...

Section 3.015. Supplemental Provisions Required in Certificate of Formation of Professional Association - Sec. 3.015. SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF...

Subchapter B. Amendments and Restatements of Certificate of Formation

Section 3.051. Right to Amend Certificate of Formation - Sec. 3.051. RIGHT TO AMEND CERTIFICATE OF FORMATION. (a) A...

Section 3.052. Procedures to Amend Certificate of Formation - Sec. 3.052. PROCEDURES TO AMEND CERTIFICATE OF FORMATION. (a) The...

Section 3.053. Certificate of Amendment - Sec. 3.053. CERTIFICATE OF AMENDMENT. A certificate of amendment for...

Section 3.054. Execution of Certificate of Amendment of For-Profit Corporation - Sec. 3.054. EXECUTION OF CERTIFICATE OF AMENDMENT OF FOR-PROFIT CORPORATION....

Section 3.055. Supplemental Provisions for Certificate of Amendment of Real Estate Investment Trust - Sec. 3.055. SUPPLEMENTAL PROVISIONS FOR CERTIFICATE OF AMENDMENT OF REAL...

Section 3.056. Effect of Filing of Certificate of Amendment - Sec. 3.056. EFFECT OF FILING OF CERTIFICATE OF AMENDMENT. (a)...

Section 3.057. Right to Restate Certificate of Formation - Sec. 3.057. RIGHT TO RESTATE CERTIFICATE OF FORMATION. (a) A...

Section 3.058. Procedures to Restate Certificate of Formation - Sec. 3.058. PROCEDURES TO RESTATE CERTIFICATE OF FORMATION. (a) The...

Section 3.059. Restated Certificate of Formation - Sec. 3.059. RESTATED CERTIFICATE OF FORMATION. (a) A restated certificate...

Section 3.060. Supplemental Provisions for Restated Certificate of Formation for For-Profit Corporation or Professional Corporation - Sec. 3.060. SUPPLEMENTAL PROVISIONS FOR RESTATED CERTIFICATE OF FORMATION FOR...

Section 3.061. Supplemental Provisions for Restated Certificate of Formation for Nonprofit Corporation - Sec. 3.061. SUPPLEMENTAL PROVISIONS FOR RESTATED CERTIFICATE OF FORMATION FOR...

Section 3.0611. Supplemental Provisions for Restated Certificate of Formation for Limited Liability Company - Sec. 3.0611. SUPPLEMENTAL PROVISIONS FOR RESTATED CERTIFICATE OF FORMATION FOR...

Section 3.062. Supplemental Provisions for Restated Certificate of Formation for Real Estate Investment Trust - Sec. 3.062. SUPPLEMENTAL PROVISIONS FOR RESTATED CERTIFICATE OF FORMATION FOR...

Section 3.063. Effect of Filing of Restated Certificate of Formation - Sec. 3.063. EFFECT OF FILING OF RESTATED CERTIFICATE OF FORMATION....

Subchapter C. Governing Persons and Officers

Section 3.101. Governing Authority - Sec. 3.101. GOVERNING AUTHORITY. Subject to the title of this...

Section 3.102. Rights of Governing Persons in Certain Cases - Sec. 3.102. RIGHTS OF GOVERNING PERSONS IN CERTAIN CASES. (a)...

Section 3.103. Officers - Sec. 3.103. OFFICERS. (a) Officers of a domestic entity may...

Section 3.104. Removal of Officers - Sec. 3.104. REMOVAL OF OFFICERS. (a) Unless otherwise provided by...

Section 3.105. Rights of Officers in Certain Cases - Sec. 3.105. RIGHTS OF OFFICERS IN CERTAIN CASES. (a) In...

Subchapter D. Recordkeeping of Filing Entities

Section 3.151. Books and Records for All Filing Entities - Sec. 3.151. BOOKS AND RECORDS FOR ALL FILING ENTITIES. (a)...

Section 3.152. Governing Person's Right of Inspection - Sec. 3.152. GOVERNING PERSON'S RIGHT OF INSPECTION. (a) A governing...

Section 3.153. Right of Examination by Owner or Member - Sec. 3.153. RIGHT OF EXAMINATION BY OWNER OR MEMBER. Each...

Subchapter E. Certificates Representing Ownership Interest

Section 3.201. Certificated or Uncertificated Ownership Interest; Applicability - Sec. 3.201. CERTIFICATED OR UNCERTIFICATED OWNERSHIP INTEREST; APPLICABILITY. (a) Ownership...

Section 3.202. Form and Validity of Certificates; Enforcement of Entity's Rights - Sec. 3.202. FORM AND VALIDITY OF CERTIFICATES; ENFORCEMENT OF ENTITY'S...

Section 3.203. Signature Requirement - Sec. 3.203. SIGNATURE REQUIREMENT. (a) The managerial official or officials...

Section 3.204. Delivery Requirement - Sec. 3.204. DELIVERY REQUIREMENT. A domestic entity shall deliver a...

Section 3.205. Notice for Uncertificated Ownership Interest - Sec. 3.205. NOTICE FOR UNCERTIFICATED OWNERSHIP INTEREST. (a) Except as...

Subchapter F. Emergency Governance

Section 3.251. Definitions - Sec. 3.251. DEFINITIONS. In this subchapter: (1) "Emergency" means any...

Section 3.252. Provisions in Governing Documents - Sec. 3.252. PROVISIONS IN GOVERNING DOCUMENTS. (a) The governing persons...

Section 3.2535. Actions During Emergency Period - Sec. 3.2535. ACTIONS DURING EMERGENCY PERIOD. (a) Except as otherwise...

Section 3.255. Effect of Emergency Action - Sec. 3.255. EFFECT OF EMERGENCY ACTION. An emergency action taken...

Chapter 4 - Filings

Subchapter A. General Provisions

Section 4.001. Signature and Delivery - Sec. 4.001. SIGNATURE AND DELIVERY. (a) A filing instrument must...

Section 4.002. Action by Secretary of State - Sec. 4.002. ACTION BY SECRETARY OF STATE. (a) If the...

Section 4.003. Filing or Issuance of Reproduction or Facsimile - Sec. 4.003. FILING OR ISSUANCE OF REPRODUCTION OR FACSIMILE. (a)...

Section 4.004. Time for Filing - Sec. 4.004. TIME FOR FILING. Unless this code prescribes a...

Section 4.005. Certificates and Certified Copies - Sec. 4.005. CERTIFICATES AND CERTIFIED COPIES. (a) A court, public...

Section 4.006. Forms Adopted by Secretary of State - Sec. 4.006. FORMS ADOPTED BY SECRETARY OF STATE. (a) The...

Section 4.007. Liability for False Filing Instruments - Sec. 4.007. LIABILITY FOR FALSE FILING INSTRUMENTS. (a) A person...

Section 4.008. Offense; Penalty - Sec. 4.008. OFFENSE; PENALTY. (a) A person commits an offense...

Section 4.009. Filings by Real Estate Investment Trust - Sec. 4.009. FILINGS BY REAL ESTATE INVESTMENT TRUST. (a) A...

Subchapter B. When Filings Take Effect

Section 4.051. General Rule - Sec. 4.051. GENERAL RULE. A filing instrument submitted to the...

Section 4.052. Delayed Effectiveness of Certain Filings - Sec. 4.052. DELAYED EFFECTIVENESS OF CERTAIN FILINGS. (a) Except as...

Section 4.053. Conditions for Delayed Effectiveness - Sec. 4.053. CONDITIONS FOR DELAYED EFFECTIVENESS. (a) The date, or...

Section 4.054. Delayed Effectiveness on Future Event or Fact - Sec. 4.054. DELAYED EFFECTIVENESS ON FUTURE EVENT OR FACT. A...

Section 4.055. Statement of Event or Fact - Sec. 4.055. STATEMENT OF EVENT OR FACT. An entity that...

Section 4.056. Failure to File Statement - Sec. 4.056. FAILURE TO FILE STATEMENT. (a) If the filing...

Section 4.057. Abandonment Before Effectiveness - Sec. 4.057. ABANDONMENT BEFORE EFFECTIVENESS. (a) The parties to a...

Section 4.058. Delayed Effectiveness Not Permitted - Sec. 4.058. DELAYED EFFECTIVENESS NOT PERMITTED. The effect of the...

Section 4.059. Acknowledgment of Filing With Delayed Effectiveness - Sec. 4.059. ACKNOWLEDGMENT OF FILING WITH DELAYED EFFECTIVENESS. (a) An...

Subchapter C. Correction and Amendment

Section 4.101. Correction of Filings - Sec. 4.101. CORRECTION OF FILINGS. (a) A filing instrument that...

Section 4.102. Limitation on Correction of Filings - Sec. 4.102. LIMITATION ON CORRECTION OF FILINGS. A filing instrument...

Section 4.103. Certificate of Correction - Sec. 4.103. CERTIFICATE OF CORRECTION. The certificate of correction must:...

Section 4.104. Filing Certificate of Correction - Sec. 4.104. FILING CERTIFICATE OF CORRECTION. The certificate of correction...

Section 4.105. Effect of Certificate of Correction - Sec. 4.105. EFFECT OF CERTIFICATE OF CORRECTION. (a) After the...

Subchapter D. Filing Fees

Section 4.151. Filing Fees: All Entities - Sec. 4.151. FILING FEES: ALL ENTITIES. The secretary of state...

Section 4.152. Filing Fees: For-Profit Corporations - Sec. 4.152. FILING FEES: FOR-PROFIT CORPORATIONS. For a filing by...

Section 4.153. Filing Fees: Nonprofit Corporations - Sec. 4.153. FILING FEES: NONPROFIT CORPORATIONS. For a filing by...

Section 4.154. Filing Fees: Limited Liability Companies - Sec. 4.154. FILING FEES: LIMITED LIABILITY COMPANIES. For a filing...

Section 4.155. Filing Fees: Limited Partnerships - Sec. 4.155. FILING FEES: LIMITED PARTNERSHIPS. For a filing by...

Section 4.156. Filing Fees: Professional Associations - Sec. 4.156. FILING FEES: PROFESSIONAL ASSOCIATIONS. For a filing by...

Section 4.157. Filing Fees: Professional Corporations - Sec. 4.157. FILING FEES: PROFESSIONAL CORPORATIONS. For a filing by...

Section 4.158. Filing Fees: General Partnerships - Sec. 4.158. FILING FEES: GENERAL PARTNERSHIPS. For a filing by...

Section 4.159. Filing Fees: Nonprofit Associations - Sec. 4.159. FILING FEES: NONPROFIT ASSOCIATIONS. For a filing by...

Section 4.160. Filing Fees: Foreign Filing Entities - Sec. 4.160. FILING FEES: FOREIGN FILING ENTITIES. For a filing...

Section 4.161. Filing Fees: Cooperative Associations - Sec. 4.161. FILING FEES: COOPERATIVE ASSOCIATIONS. For a filing by...

Section 4.162. Filing Fees: Registered Series of Limited Liability Company - Sec. 4.162. FILING FEES: REGISTERED SERIES OF LIMITED LIABILITY COMPANY....

Chapter 5 - Names of Entities; Registered Agents and Registered Offices

Subchapter A. General Provisions

Section 5.001. Effect on Rights Under Other Law - Sec. 5.001. EFFECT ON RIGHTS UNDER OTHER LAW. (a) The...

Section 5.002. Evidence of Established Right to Indistinguishable Name - Sec. 5.002. EVIDENCE OF ESTABLISHED RIGHT TO INDISTINGUISHABLE NAME. Notwithstanding...

Subchapter B. General Provisions Relating to Names of Entities

Section 5.051. Assumed Name - Sec. 5.051. ASSUMED NAME. A domestic entity, a protected series...

Section 5.052. Unauthorized Purpose in Name Prohibited - Sec. 5.052. UNAUTHORIZED PURPOSE IN NAME PROHIBITED. (a) A filing...

Section 5.053. Distinguishable Names Required - Sec. 5.053. DISTINGUISHABLE NAMES REQUIRED. (a) The name of a...

Section 5.054. Name of Corporation, Foreign Corporation, Professional Corporation, or Foreign Professional Corporation - Sec. 5.054. NAME OF CORPORATION, FOREIGN CORPORATION, PROFESSIONAL CORPORATION, OR...

Section 5.055. Name of Limited Partnership or Foreign Limited Partnership - Sec. 5.055. NAME OF LIMITED PARTNERSHIP OR FOREIGN LIMITED PARTNERSHIP....

Section 5.056. Name of Limited Liability Company or Foreign Limited Liability Company - Sec. 5.056. NAME OF LIMITED LIABILITY COMPANY OR FOREIGN LIMITED...

Section 5.0561. Name of Registered Series of Limited Liability Company - Sec. 5.0561. NAME OF REGISTERED SERIES OF LIMITED LIABILITY COMPANY....

Section 5.057. Name of Cooperative Association or Foreign Cooperative Association - Sec. 5.057. NAME OF COOPERATIVE ASSOCIATION OR FOREIGN COOPERATIVE ASSOCIATION....

Section 5.058. Name of Professional Association or Foreign Professional Association - Sec. 5.058. NAME OF PROFESSIONAL ASSOCIATION OR FOREIGN PROFESSIONAL ASSOCIATION....

Section 5.059. Name of Professional Limited Liability Company or Foreign Professional Limited Liability Company - Sec. 5.059. NAME OF PROFESSIONAL LIMITED LIABILITY COMPANY OR FOREIGN...

Section 5.060. Name of Professional Entity or Foreign Professional Entity; Conflicts With Other Law or Ethical Rule - Sec. 5.060. NAME OF PROFESSIONAL ENTITY OR FOREIGN PROFESSIONAL ENTITY;...

Section 5.061. Name Containing "Lotto" or "Lottery" Prohibited - Sec. 5.061. NAME CONTAINING "LOTTO" OR "LOTTERY" PROHIBITED. A filing...

Section 5.062. Veterans Organizations; Unauthorized Use of Name - Sec. 5.062. VETERANS ORGANIZATIONS; UNAUTHORIZED USE OF NAME. (a) Subject...

Section 5.063. Name of Limited Liability Partnership - Sec. 5.063. NAME OF LIMITED LIABILITY PARTNERSHIP. (a) The name...

Section 5.064. Name Falsely Implying Governmental Affiliation Prohibited - Sec. 5.064. NAME FALSELY IMPLYING GOVERNMENTAL AFFILIATION PROHIBITED. (a) A...

Section 5.065. False Implication of Governmental Affiliation; Authority of Secretary of State and Attorney General - Sec. 5.065. FALSE IMPLICATION OF GOVERNMENTAL AFFILIATION; AUTHORITY OF SECRETARY...

Subchapter C. Reservation of Names

Section 5.101. Application for Reservation of Name - Sec. 5.101. APPLICATION FOR RESERVATION OF NAME. (a) Any person...

Section 5.102. Limitation on the Reservation of Certain Names - Sec. 5.102. LIMITATION ON THE RESERVATION OF CERTAIN NAMES. (a)...

Section 5.103. Action on Application - Sec. 5.103. ACTION ON APPLICATION. If the secretary of state...

Section 5.104. Duration of Reservation of Name - Sec. 5.104. DURATION OF RESERVATION OF NAME. The secretary of...

Section 5.1041. Prohibition on Fee for Withdrawal of Reservation of Name - Sec. 5.1041. PROHIBITION ON FEE FOR WITHDRAWAL OF RESERVATION OF...

Section 5.105. Renewal of Reservation - Sec. 5.105. RENEWAL OF RESERVATION. A person may renew the...

Section 5.106. Transfer of Reservation of Name - Sec. 5.106. TRANSFER OF RESERVATION OF NAME. (a) A person...

Subchapter D. Registration of Names

Section 5.151. Application by Certain Entities for Registration of Name - Sec. 5.151. APPLICATION BY CERTAIN ENTITIES FOR REGISTRATION OF NAME....

Section 5.152. Application for Registration of Name - Sec. 5.152. APPLICATION FOR REGISTRATION OF NAME. (a) To register...

Section 5.153. Limitation on the Registration of Certain Names - Sec. 5.153. LIMITATION ON THE REGISTRATION OF CERTAIN NAMES. (a)...

Section 5.154. Duration of Registration of Name - Sec. 5.154. DURATION OF REGISTRATION OF NAME. The registration of...

Section 5.155. Renewal of Registration - Sec. 5.155. RENEWAL OF REGISTRATION. A person may renew the...

Subchapter E. Registered Agents and Registered Offices

Section 5.200. Definitions - Sec. 5.200. DEFINITIONS. In this subchapter: (1) "Registered agent filing"...

Section 5.201. Designation and Maintenance of Registered Agent and Registered Office - Sec. 5.201. DESIGNATION AND MAINTENANCE OF REGISTERED AGENT AND REGISTERED...

Section 5.2011. Consent to Serve as Registered Agent - Sec. 5.2011. CONSENT TO SERVE AS REGISTERED AGENT. (a) The...

Section 5.202. Change by Entity to Registered Office or Registered Agent - Sec. 5.202. CHANGE BY ENTITY TO REGISTERED OFFICE OR REGISTERED...

Section 5.203. Change by Registered Agent to Name or Address of Registered Office - Sec. 5.203. CHANGE BY REGISTERED AGENT TO NAME OR ADDRESS...

Section 5.204. Resignation of Registered Agent - Sec. 5.204. RESIGNATION OF REGISTERED AGENT. (a) A registered agent...

Section 5.205. Rejection of Appointment - Sec. 5.205. REJECTION OF APPOINTMENT. (a) A person designated or...

Section 5.206. Duties of Registered Agent - Sec. 5.206. DUTIES OF REGISTERED AGENT. (a) The only duties...

Section 5.207. Designation of Registered Agent Without Consent; Penalties and Liabilities - Sec. 5.207. DESIGNATION OF REGISTERED AGENT WITHOUT CONSENT; PENALTIES AND...

Section 5.208. Immunity From Liability - Sec. 5.208. IMMUNITY FROM LIABILITY. (a) A person designated or...

Subchapter F. Service of Process on Entity

Section 5.251. Failure to Designate Registered Agent - Sec. 5.251. FAILURE TO DESIGNATE REGISTERED AGENT. The secretary of...

Section 5.252. Service on Secretary of State - Sec. 5.252. SERVICE ON SECRETARY OF STATE. (a) Service on...

Section 5.253. Action by Secretary of State - Sec. 5.253. ACTION BY SECRETARY OF STATE. (a) After service...

Section 5.254. Required Records of Secretary of State - Sec. 5.254. REQUIRED RECORDS OF SECRETARY OF STATE. The secretary...

Section 5.255. Agent for Service of Process, Notice, or Demand as Matter of Law - Sec. 5.255. AGENT FOR SERVICE OF PROCESS, NOTICE, OR DEMAND...

Section 5.256. Other Means of Service Not Precluded - Sec. 5.256. OTHER MEANS OF SERVICE NOT PRECLUDED. This chapter...

Section 5.257. Service of Process by Political Subdivision - Sec. 5.257. SERVICE OF PROCESS BY POLITICAL SUBDIVISION. (a) A...

Subchapter F. -1. Service of Process on Series of Limited Liability Company or Foreign Entity

Section 5.301. Applicability of Subchapter - Sec. 5.301. APPLICABILITY OF SUBCHAPTER. (a) This subchapter applies to...

Section 5.302. Agent for Series - Sec. 5.302. AGENT FOR SERIES. (a) The registered agent designated...

Section 5.303. Duties of Registered Agent - Sec. 5.303. DUTIES OF REGISTERED AGENT. (a) For purposes of...

Section 5.304. Service on Secretary of State - Sec. 5.304. SERVICE ON SECRETARY OF STATE. (a) The secretary...

Section 5.305. Service on Governing Persons - Sec. 5.305. SERVICE ON GOVERNING PERSONS. (a) Each governing person...

Section 5.306. Service of Process by Political Subdivision - Sec. 5.306. SERVICE OF PROCESS BY POLITICAL SUBDIVISION. (a) For...

Chapter 6 - Meetings and Voting for Domestic Entities

Subchapter A. Meetings

Section 6.001. Location of Meetings - Sec. 6.001. LOCATION OF MEETINGS. (a) Meetings of the owners...

Section 6.002. Alternative Forms of Meetings - Sec. 6.002. ALTERNATIVE FORMS OF MEETINGS. (a) Subject to this...

Section 6.003. Participation Constitutes Presence - Sec. 6.003. PARTICIPATION CONSTITUTES PRESENCE. A person participating in a...

Subchapter B. Notice of Meetings

Section 6.051. General Notice Requirements - Sec. 6.051. GENERAL NOTICE REQUIREMENTS. (a) Subject to this code...

Section 6.052. Waiver of Notice - Sec. 6.052. WAIVER OF NOTICE. (a) Notice of a meeting...

Section 6.053. Exception - Sec. 6.053. EXCEPTION. (a) Notice of a meeting is not...

Subchapter C. Record Dates

Section 6.101. Record Date for Purpose Other Than Written Consent to Action - Sec. 6.101. RECORD DATE FOR PURPOSE OTHER THAN WRITTEN CONSENT...

Section 6.102. Record Date for Written Consent to Action - Sec. 6.102. RECORD DATE FOR WRITTEN CONSENT TO ACTION. (a)...

Section 6.103. Record Date for Suspended Distributions - Sec. 6.103. RECORD DATE FOR SUSPENDED DISTRIBUTIONS. (a) In this...

Subchapter D. Voting of Ownership Interests

Section 6.151. Manner of Voting of Interests - Sec. 6.151. MANNER OF VOTING OF INTERESTS. Subject to the...

Section 6.152. Voting of Interests Owned by Entity - Sec. 6.152. VOTING OF INTERESTS OWNED BY ENTITY. (a) Except...

Section 6.153. Voting of Interests Owned by Another Entity - Sec. 6.153. VOTING OF INTERESTS OWNED BY ANOTHER ENTITY. An...

Section 6.154. Voting of Interests in an Estate or Trust - Sec. 6.154. VOTING OF INTERESTS IN AN ESTATE OR TRUST....

Section 6.155. Voting of Interests by Receiver - Sec. 6.155. VOTING OF INTERESTS BY RECEIVER. (a) A receiver...

Section 6.156. Voting of Pledged Interests - Sec. 6.156. VOTING OF PLEDGED INTERESTS. A pledged ownership interest...

Section 6.157. Voting of Jointly Held Ownership Interests - Sec. 6.157. VOTING OF JOINTLY HELD OWNERSHIP INTERESTS. (a) In...

Subchapter E. Action by Written Consent

Section 6.201. Unanimous Written Consent to Action - Sec. 6.201. UNANIMOUS WRITTEN CONSENT TO ACTION. (a) This section...

Section 6.202. Action by Less Than Unanimous Written Consent - Sec. 6.202. ACTION BY LESS THAN UNANIMOUS WRITTEN CONSENT. (a)...

Section 6.203. Delivery of Less Than Unanimous Written Consent - Sec. 6.203. DELIVERY OF LESS THAN UNANIMOUS WRITTEN CONSENT. (a)...

Section 6.204. Advance Notice Not Required - Sec. 6.204. ADVANCE NOTICE NOT REQUIRED. Any advance notice required...

Section 6.205. Reproduction or Electronic Transmission of Consent - Sec. 6.205. REPRODUCTION OR ELECTRONIC TRANSMISSION OF CONSENT. (a) Any...

Subchapter F. Voting Trusts and Voting Agreements

Section 6.251. Voting Trusts - Sec. 6.251. VOTING TRUSTS. (a) Except as provided by this...

Section 6.252. Voting Agreements - Sec. 6.252. VOTING AGREEMENTS. (a) Except as provided by this...

Subchapter G. Applicability of Chapter

Section 6.301. Applicability of Chapter to Partnerships - Sec. 6.301. APPLICABILITY OF CHAPTER TO PARTNERSHIPS. This chapter does...

Section 6.302. Applicability of Subchapters C and D to Limited Liability Companies - Sec. 6.302. APPLICABILITY OF SUBCHAPTERS C AND D TO LIMITED...

Chapter 7 - Liability

Section 7.001. Limitation of Liability of Governing Person - Sec. 7.001. LIMITATION OF LIABILITY OF GOVERNING PERSON. (a) Subsections...

Chapter 8 - Indemnification and Insurance

Subchapter A. General Provisions

Section 8.001. Definitions - Sec. 8.001. DEFINITIONS. In this chapter: (1) "Delegate" means a...

Section 8.002. Application of Chapter - Sec. 8.002. APPLICATION OF CHAPTER. (a) Except as provided by...

Section 8.003. Limitations in Governing Documents - Sec. 8.003. LIMITATIONS IN GOVERNING DOCUMENTS. A governing document of...

Section 8.004. Limitations in Chapter - Sec. 8.004. LIMITATIONS IN CHAPTER. Except as provided in Section...

Section 8.005. Indemnification Against Negligence - Sec. 8.005. INDEMNIFICATION AGAINST NEGLIGENCE. (a) This section applies to:...

Subchapter B. Mandatory and Court-Ordered Indemnification

Section 8.051. Mandatory Indemnification - Sec. 8.051. MANDATORY INDEMNIFICATION. (a) An enterprise shall indemnify a...

Section 8.052. Court-Ordered Indemnification - Sec. 8.052. COURT-ORDERED INDEMNIFICATION. (a) On application of a governing...

Subchapter C. Permissive Indemnification and Advancement of Expenses

Section 8.101. Permissive Indemnification - Sec. 8.101. PERMISSIVE INDEMNIFICATION. (a) An enterprise may indemnify a...

Section 8.102. General Scope of Permissive Indemnification - Sec. 8.102. GENERAL SCOPE OF PERMISSIVE INDEMNIFICATION. (a) Subject to...

Section 8.103. Manner for Determining Permissive Indemnification - Sec. 8.103. MANNER FOR DETERMINING PERMISSIVE INDEMNIFICATION. (a) Except as...

Section 8.104. Advancement of Expenses to Present Governing Persons or Delegates - Sec. 8.104. ADVANCEMENT OF EXPENSES TO PRESENT GOVERNING PERSONS OR...

Section 8.105. Indemnification of and Advancement of Expenses to Persons Other Than Governing Persons - Sec. 8.105. INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO PERSONS...

Section 8.106. Permissive Indemnification of and Reimbursement of Expenses to Witnesses - Sec. 8.106. PERMISSIVE INDEMNIFICATION OF AND REIMBURSEMENT OF EXPENSES TO...

Subchapter D. Liability Insurance; Reporting Requirements

Section 8.151. Insurance and Other Arrangements - Sec. 8.151. INSURANCE AND OTHER ARRANGEMENTS. (a) Notwithstanding any other...

Section 8.152. Reports of Indemnification and Advances - Sec. 8.152. REPORTS OF INDEMNIFICATION AND ADVANCES. (a) An enterprise...

Chapter 9 - Foreign Entities

Subchapter A. Registration

Section 9.001. Foreign Entities Required to Register - Sec. 9.001. FOREIGN ENTITIES REQUIRED TO REGISTER. (a) To transact...

Section 9.002. Foreign Entities Not Required to Register - Sec. 9.002. FOREIGN ENTITIES NOT REQUIRED TO REGISTER. (a) A...

Section 9.003. Permissive Registration - Sec. 9.003. PERMISSIVE REGISTRATION. A foreign entity that is eligible...

Section 9.004. Registration Procedure - Sec. 9.004. REGISTRATION PROCEDURE. (a) A foreign filing entity registers...

Section 9.005. Supplemental Information Required in Application for Registration of Foreign Limited Liability Company - Sec. 9.005. SUPPLEMENTAL INFORMATION REQUIRED IN APPLICATION FOR REGISTRATION OF...

Section 9.006. Supplemental Information Required in Application for Registration of Foreign Nonprofit Corporation - Sec. 9.006. SUPPLEMENTAL INFORMATION REQUIRED IN APPLICATION FOR REGISTRATION OF...

Section 9.007. Application for Registration of Foreign Limited Liability Partnership - Sec. 9.007. APPLICATION FOR REGISTRATION OF FOREIGN LIMITED LIABILITY PARTNERSHIP....

Section 9.008. Effect of Registration - Sec. 9.008. EFFECT OF REGISTRATION. (a) The registration of a...

Section 9.009. Amendments to Registration - Sec. 9.009. AMENDMENTS TO REGISTRATION. (a) A foreign filing entity...

Section 9.010. Name Change of Foreign Filing Entity - Sec. 9.010. NAME CHANGE OF FOREIGN FILING ENTITY. If a...

Section 9.011. Voluntary Withdrawal of Registration - Sec. 9.011. VOLUNTARY WITHDRAWAL OF REGISTRATION. (a) A foreign filing...

Section 9.012. Automatic Withdrawal on Conversion to Domestic Filing Entity - Sec. 9.012. AUTOMATIC WITHDRAWAL ON CONVERSION TO DOMESTIC FILING ENTITY....

Subchapter B. Failure to Register

Section 9.051. Transacting Business or Maintaining Court Proceeding Without Registration - Sec. 9.051. TRANSACTING BUSINESS OR MAINTAINING COURT PROCEEDING WITHOUT REGISTRATION....

Section 9.052. Civil Penalty - Sec. 9.052. CIVIL PENALTY. (a) A foreign filing entity that...

Section 9.053. Venue - Sec. 9.053. VENUE. In addition to any other venue authorized...

Section 9.054. Late Filing Fee - Sec. 9.054. LATE FILING FEE. (a) The secretary of state...

Section 9.055. Requirements of Other Law - Sec. 9.055. REQUIREMENTS OF OTHER LAW. This chapter does not...

Subchapter C. Revocation of Registration by Secretary of State

Section 9.101. Revocation of Registration by Secretary of State - Sec. 9.101. REVOCATION OF REGISTRATION BY SECRETARY OF STATE. (a)...

Section 9.102. Certificate of Revocation - Sec. 9.102. CERTIFICATE OF REVOCATION. (a) If revocation of a...

Section 9.103. Reinstatement by Secretary of State After Revocation - Sec. 9.103. REINSTATEMENT BY SECRETARY OF STATE AFTER REVOCATION. (a)...

Section 9.104. Procedures for Reinstatement - Sec. 9.104. PROCEDURES FOR REINSTATEMENT. (a) A foreign filing entity,...

Section 9.105. Use of Distinguishable Name Required - Sec. 9.105. USE OF DISTINGUISHABLE NAME REQUIRED. If the secretary...

Section 9.106. Reinstatement of Registration Following Tax Forfeiture - Sec. 9.106. REINSTATEMENT OF REGISTRATION FOLLOWING TAX FORFEITURE. A foreign...

Subchapter D. Judicial Revocation of Registration

Section 9.151. Revocation of Registration by Court Action - Sec. 9.151. REVOCATION OF REGISTRATION BY COURT ACTION. (a) A...

Section 9.152. Notification of Cause by Secretary of State - Sec. 9.152. NOTIFICATION OF CAUSE BY SECRETARY OF STATE. (a)...

Section 9.153. Filing of Action by Attorney General - Sec. 9.153. FILING OF ACTION BY ATTORNEY GENERAL. The attorney...

Section 9.154. Cure Before Final Judgment - Sec. 9.154. CURE BEFORE FINAL JUDGMENT. An action filed by...

Section 9.155. Judgment Requiring Revocation - Sec. 9.155. JUDGMENT REQUIRING REVOCATION. If a district court finds...

Section 9.156. Stay of Judgment - Sec. 9.156. STAY OF JUDGMENT. (a) If, in an action...

Section 9.157. Opportunity for Cure After Affirmation of Findings by Appeals Court - Sec. 9.157. OPPORTUNITY FOR CURE AFTER AFFIRMATION OF FINDINGS BY...

Section 9.158. Jurisdiction and Venue - Sec. 9.158. JURISDICTION AND VENUE. (a) The attorney general shall...

Section 9.159. Process in State Action - Sec. 9.159. PROCESS IN STATE ACTION. Citation in an action...

Section 9.160. Publication of Notice - Sec. 9.160. PUBLICATION OF NOTICE. (a) Except as provided by...

Section 9.161. Filing of Decree of Revocation Against Foreign Filing Entity - Sec. 9.161. FILING OF DECREE OF REVOCATION AGAINST FOREIGN FILING...

Section 9.162. Applicability of Subchapter to Foreign Limited Liability Partnerships - Sec. 9.162. APPLICABILITY OF SUBCHAPTER TO FOREIGN LIMITED LIABILITY PARTNERSHIPS....

Subchapter E. Business, Rights, and Obligations

Section 9.201. Business of Foreign Entity - Sec. 9.201. BUSINESS OF FOREIGN ENTITY. (a) Except as provided...

Section 9.202. Rights and Privileges - Sec. 9.202. RIGHTS AND PRIVILEGES. A foreign nonfiling entity or...

Section 9.203. Obligations and Liabilities - Sec. 9.203. OBLIGATIONS AND LIABILITIES. Subject to this code and...

Section 9.204. Right of Foreign Entity to Participate in Business of Certain Domestic Entities - Sec. 9.204. RIGHT OF FOREIGN ENTITY TO PARTICIPATE IN BUSINESS...

Subchapter F. Determination of Transacting Business in This State

Section 9.251. Activities Not Constituting Transacting Business in This State - Sec. 9.251. ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS IN THIS STATE....

Section 9.252. Other Activities - Sec. 9.252. OTHER ACTIVITIES. The list provided by Section 9.251...

Subchapter G. Miscellaneous Provisions

Section 9.301. Applicability of Code to Certain Foreign Entities - Sec. 9.301. APPLICABILITY OF CODE TO CERTAIN FOREIGN ENTITIES. (a)...

Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets

Subchapter A. Mergers

Section 10.001. Adoption of Plan of Merger - Sec. 10.001. ADOPTION OF PLAN OF MERGER. (a) A domestic...

Section 10.002. Plan of Merger: Required Provisions - Sec. 10.002. PLAN OF MERGER: REQUIRED PROVISIONS. (a) A plan...

Section 10.003. Contents of Plan of Merger: More Than One Successor - Sec. 10.003. CONTENTS OF PLAN OF MERGER: MORE THAN ONE...

Section 10.004. Plan of Merger: Permissive Provisions - Sec. 10.004. PLAN OF MERGER: PERMISSIVE PROVISIONS. A plan of...

Section 10.005. Creation of Holding Company by Merger - Sec. 10.005. CREATION OF HOLDING COMPANY BY MERGER. (a) In...

Section 10.006. Short Form Merger - Sec. 10.006. SHORT FORM MERGER. (a) A parent organization that...

Section 10.007. Effectiveness of Merger - Sec. 10.007. EFFECTIVENESS OF MERGER. Except as otherwise provided by...

Section 10.008. Effect of Merger - Sec. 10.008. EFFECT OF MERGER. (a) When a merger takes...

Section 10.009. Special Provisions Applying to Partnership Mergers - Sec. 10.009. SPECIAL PROVISIONS APPLYING TO PARTNERSHIP MERGERS. (a) A...

Section 10.010. Special Provisions Applying to Nonprofit Corporation and Nonprofit Association Mergers - Sec. 10.010. SPECIAL PROVISIONS APPLYING TO NONPROFIT CORPORATION AND NONPROFIT...

Subchapter B. Exchanges of Interests

Section 10.051. Interest Exchanges - Sec. 10.051. INTEREST EXCHANGES. (a) For the purpose of acquiring...

Section 10.052. Plan of Exchange: Required Provisions - Sec. 10.052. PLAN OF EXCHANGE: REQUIRED PROVISIONS. (a) A plan...

Section 10.053. Plan of Exchange: Permissive Provisions - Sec. 10.053. PLAN OF EXCHANGE: PERMISSIVE PROVISIONS. A plan of...

Section 10.054. Effectiveness of Exchange - Sec. 10.054. EFFECTIVENESS OF EXCHANGE. Except as otherwise provided by...

Section 10.055. General Effect of Interest Exchange - Sec. 10.055. GENERAL EFFECT OF INTEREST EXCHANGE. When an interest...

Section 10.056. Special Provisions Applying to Partnerships - Sec. 10.056. SPECIAL PROVISIONS APPLYING TO PARTNERSHIPS. To effect an...

Subchapter C. Conversions

Section 10.101. Conversion of Domestic Entities - Sec. 10.101. CONVERSION OF DOMESTIC ENTITIES. (a) A domestic entity...

Section 10.102. Conversion of Non-Code Organizations - Sec. 10.102. CONVERSION OF NON-CODE ORGANIZATIONS. (a) A non-code organization...

Section 10.1025. Conversion and Continuance - Sec. 10.1025. CONVERSION AND CONTINUANCE. (a) A converting entity may...

Section 10.103. Plan of Conversion: Required Provisions - Sec. 10.103. PLAN OF CONVERSION: REQUIRED PROVISIONS. (a) A plan...

Section 10.104. Plan of Conversion: Permissive Provisions - Sec. 10.104. PLAN OF CONVERSION: PERMISSIVE PROVISIONS. A plan of...

Section 10.105. Effectiveness of Conversion - Sec. 10.105. EFFECTIVENESS OF CONVERSION. Except as otherwise provided by...

Section 10.106. General Effect of Conversion - Sec. 10.106. GENERAL EFFECT OF CONVERSION. When a conversion takes...

Section 10.107. Special Provisions Applying to Partnership Conversions - Sec. 10.107. SPECIAL PROVISIONS APPLYING TO PARTNERSHIP CONVERSIONS. (a) If...

Section 10.108. Special Provisions Applying to Nonprofit Corporation and Nonprofit Association Conversions - Sec. 10.108. SPECIAL PROVISIONS APPLYING TO NONPROFIT CORPORATION AND NONPROFIT...

Section 10.109. Special Provisions Applying to Conversion and Continuance - Sec. 10.109. SPECIAL PROVISIONS APPLYING TO CONVERSION AND CONTINUANCE. (a)...

Subchapter D. Certificate of Merger, Exchange, or Conversion

Section 10.151. Certificate of Merger and Exchange - Sec. 10.151. CERTIFICATE OF MERGER AND EXCHANGE. (a) After approval...

Section 10.152. Certificate of Merger: Short Form Merger - Sec. 10.152. CERTIFICATE OF MERGER: SHORT FORM MERGER. (a) The...

Section 10.153. Filing of Certificate of Merger or Exchange - Sec. 10.153. FILING OF CERTIFICATE OF MERGER OR EXCHANGE. (a)...

Section 10.154. Certificate of Conversion - Sec. 10.154. CERTIFICATE OF CONVERSION. (a) After approval of a...

Section 10.155. Filing of Certificate of Conversion - Sec. 10.155. FILING OF CERTIFICATE OF CONVERSION. (a) If a...

Section 10.156. Acceptance of Certificate for Filing - Sec. 10.156. ACCEPTANCE OF CERTIFICATE FOR FILING. The filing officer...

Subchapter E. Abandonment of Merger, Exchange, or Conversion

Section 10.201. Abandonment of Plan of Merger, Exchange, or Conversion - Sec. 10.201. ABANDONMENT OF PLAN OF MERGER, EXCHANGE, OR CONVERSION....

Section 10.202. Abandonment After Filing - Sec. 10.202. ABANDONMENT AFTER FILING. If a certificate of merger,...

Section 10.203. Abandonment if No Filing Required - Sec. 10.203. ABANDONMENT IF NO FILING REQUIRED. (a) If no...

Subchapter F. Property Transfers and Dispositions

Section 10.251. General Power of Domestic Entity to Sell, Lease, or Convey Property - Sec. 10.251. GENERAL POWER OF DOMESTIC ENTITY TO SELL, LEASE,...

Section 10.252. No Approval Required for Certain Dispositions of Property - Sec. 10.252. NO APPROVAL REQUIRED FOR CERTAIN DISPOSITIONS OF PROPERTY....

Section 10.253. Recording Instrument Conveying Real Property of Domestic Entity - Sec. 10.253. RECORDING INSTRUMENT CONVEYING REAL PROPERTY OF DOMESTIC ENTITY....

Section 10.254. Disposition of Property Not a Merger or Conversion; Liability - Sec. 10.254. DISPOSITION OF PROPERTY NOT A MERGER OR CONVERSION;...

Subchapter G. Bankruptcy Reorganization

Section 10.301. Reorganization Under Bankruptcy and Similar Laws - Sec. 10.301. REORGANIZATION UNDER BANKRUPTCY AND SIMILAR LAWS. (a) A...

Section 10.302. Signing of Documents - Sec. 10.302. SIGNING OF DOCUMENTS. A trustee appointed for a...

Section 10.303. Reorganization With Other Entities - Sec. 10.303. REORGANIZATION WITH OTHER ENTITIES. If a domestic entity...

Section 10.304. Right of Dissent and Appraisal Excluded - Sec. 10.304. RIGHT OF DISSENT AND APPRAISAL EXCLUDED. An owner...

Section 10.305. After Final Decree - Sec. 10.305. AFTER FINAL DECREE. This subchapter does not apply...

Section 10.306. Chapter Cumulative of Other Changes - Sec. 10.306. CHAPTER CUMULATIVE OF OTHER CHANGES. This chapter does...

Subchapter H. Rights of Dissenting Owners

Section 10.351. Applicability of Subchapter - Sec. 10.351. APPLICABILITY OF SUBCHAPTER. (a) This subchapter does not...

Section 10.352. Definitions - Sec. 10.352. DEFINITIONS. In this subchapter: (1) "Dissenting owner" means...

Section 10.353. Form and Validity of Notice - Sec. 10.353. FORM AND VALIDITY OF NOTICE. (a) Notice required...

Section 10.354. Rights of Dissent and Appraisal - Sec. 10.354. RIGHTS OF DISSENT AND APPRAISAL. (a) Subject to...

Section 10.355. Notice of Right of Dissent and Appraisal - Sec. 10.355. NOTICE OF RIGHT OF DISSENT AND APPRAISAL. (a)...

Section 10.356. Procedure for Dissent by Owners as to Actions; Perfection of Right of Dissent and Appraisal - Sec. 10.356. PROCEDURE FOR DISSENT BY OWNERS AS TO ACTIONS;...

Section 10.357. Withdrawal of Demand for Fair Value of Ownership Interest - Sec. 10.357. WITHDRAWAL OF DEMAND FOR FAIR VALUE OF OWNERSHIP...

Section 10.358. Response by Organization to Notice of Dissent and Demand for Fair Value by Dissenting Owner - Sec. 10.358. RESPONSE BY ORGANIZATION TO NOTICE OF DISSENT AND...

Section 10.359. Record of Demand for Fair Value of Ownership Interest - Sec. 10.359. RECORD OF DEMAND FOR FAIR VALUE OF OWNERSHIP...

Section 10.360. Rights of Transferee of Certain Ownership Interest - Sec. 10.360. RIGHTS OF TRANSFEREE OF CERTAIN OWNERSHIP INTEREST. A...

Section 10.361. Proceeding to Determine Fair Value of Ownership Interest and Owners Entitled to Payment; Appointment of Appraisers - Sec. 10.361. PROCEEDING TO DETERMINE FAIR VALUE OF OWNERSHIP INTEREST...

Section 10.362. Computation and Determination of Fair Value of Ownership Interest - Sec. 10.362. COMPUTATION AND DETERMINATION OF FAIR VALUE OF OWNERSHIP...

Section 10.363. Powers and Duties of Appraiser; Appraisal Procedures - Sec. 10.363. POWERS AND DUTIES OF APPRAISER; APPRAISAL PROCEDURES. (a)...

Section 10.364. Objection to Appraisal; Hearing - Sec. 10.364. OBJECTION TO APPRAISAL; HEARING. (a) A dissenting owner...

Section 10.365. Court Costs; Compensation for Appraiser - Sec. 10.365. COURT COSTS; COMPENSATION FOR APPRAISER. (a) An appraiser...

Section 10.366. Status of Ownership Interest Held or Formerly Held by Dissenting Owner - Sec. 10.366. STATUS OF OWNERSHIP INTEREST HELD OR FORMERLY HELD...

Section 10.367. Rights of Owners Following Termination of Right of Dissent - Sec. 10.367. RIGHTS OF OWNERS FOLLOWING TERMINATION OF RIGHT OF...

Section 10.368. Exclusivity of Remedy of Dissent and Appraisal - Sec. 10.368. EXCLUSIVITY OF REMEDY OF DISSENT AND APPRAISAL. In...

Subchapter Z. Miscellaneous Provisions

Section 10.901. Creditors; Antitrust - Sec. 10.901. CREDITORS; ANTITRUST. This code does not affect, nullify,...

Section 10.902. Nonexclusivity - Sec. 10.902. NONEXCLUSIVITY. This chapter does not limit the power...

Chapter 11 - Winding Up and Termination of Domestic Entity

Subchapter A. General Provisions

Section 11.001. Definitions - Sec. 11.001. DEFINITIONS. In this chapter: (1) "Claim" means a...

Subchapter B. Winding Up of Domestic Entity

Section 11.051. Event Requiring Winding Up of Domestic Entity - Sec. 11.051. EVENT REQUIRING WINDING UP OF DOMESTIC ENTITY. Winding...

Section 11.052. Winding Up Procedures - Sec. 11.052. WINDING UP PROCEDURES. (a) Except as provided by...

Section 11.053. Property Applied to Discharge Liabilities and Obligations - Sec. 11.053. PROPERTY APPLIED TO DISCHARGE LIABILITIES AND OBLIGATIONS. (a)...

Section 11.054. Court Supervision of Winding Up Process - Sec. 11.054. COURT SUPERVISION OF WINDING UP PROCESS. Subject to...

Section 11.055. Court Action or Proceeding During Winding Up - Sec. 11.055. COURT ACTION OR PROCEEDING DURING WINDING UP. During...

Section 11.056. Supplemental Provisions for Limited Liability Company - Sec. 11.056. SUPPLEMENTAL PROVISIONS FOR LIMITED LIABILITY COMPANY. (a) The...

Section 11.057. Supplemental Provisions for Domestic General Partnership - Sec. 11.057. SUPPLEMENTAL PROVISIONS FOR DOMESTIC GENERAL PARTNERSHIP. (a) Unless...

Section 11.058. Supplemental Provision for Limited Partnership - Sec. 11.058. SUPPLEMENTAL PROVISION FOR LIMITED PARTNERSHIP. (a) A voluntary...

Section 11.059. Supplemental Provisions for Corporations - Sec. 11.059. SUPPLEMENTAL PROVISIONS FOR CORPORATIONS. For purposes of Section...

Subchapter C. Termination of Domestic Entity

Section 11.101. Certificate of Termination for Filing Entity - Sec. 11.101. CERTIFICATE OF TERMINATION FOR FILING ENTITY. (a) On...

Section 11.102. Effectiveness of Termination of Filing Entity - Sec. 11.102. EFFECTIVENESS OF TERMINATION OF FILING ENTITY. Except as...

Section 11.103. Effectiveness of Termination of Nonfiling Entity - Sec. 11.103. EFFECTIVENESS OF TERMINATION OF NONFILING ENTITY. Except as...

Section 11.104. Action by Secretary of State - Sec. 11.104. ACTION BY SECRETARY OF STATE. The secretary of...

Section 11.105. Supplemental Information Required by Certificate of Termination of Nonprofit Corporation - Sec. 11.105. SUPPLEMENTAL INFORMATION REQUIRED BY CERTIFICATE OF TERMINATION OF...

Subchapter D. Revocation and Continuation

Section 11.151. Revocation of Voluntary Winding Up - Sec. 11.151. REVOCATION OF VOLUNTARY WINDING UP. (a) Before the...

Section 11.152. Continuation of Business Without Winding Up - Sec. 11.152. CONTINUATION OF BUSINESS WITHOUT WINDING UP. (a) Subject...

Section 11.153. Court Revocation of Fraudulent Termination - Sec. 11.153. COURT REVOCATION OF FRAUDULENT TERMINATION. (a) Notwithstanding any...

Subchapter E. Reinstatement of Terminated Entity

Section 11.201. Conditions for Reinstatement - Sec. 11.201. CONDITIONS FOR REINSTATEMENT. (a) A terminated entity may...

Section 11.202. Procedures for Reinstatement - Sec. 11.202. PROCEDURES FOR REINSTATEMENT. (a) To the extent applicable,...

Section 11.203. Use of Distinguishable Name Required - Text of section as amended by Acts 2017, 85th Leg.,...

Section 11.203. Use of Name Similar to Previously Registered Name - Text of section as amended by Acts 2017, 85th Leg.,...

Section 11.204. Effectiveness of Reinstatement of Nonfiling Entity - Sec. 11.204. EFFECTIVENESS OF REINSTATEMENT OF NONFILING ENTITY. The reinstatement...

Section 11.205. Effectiveness of Reinstatement of Filing Entity - Sec. 11.205. EFFECTIVENESS OF REINSTATEMENT OF FILING ENTITY. The reinstatement...

Section 11.206. Effect of Reinstatement - Sec. 11.206. EFFECT OF REINSTATEMENT. (a) When the reinstatement of...

Subchapter F. Involuntary Termination of Filing Entity by Secretary of State

Section 11.251. Termination of Filing Entity by Secretary of State - Sec. 11.251. TERMINATION OF FILING ENTITY BY SECRETARY OF STATE....

Section 11.252. Certificate of Termination - Sec. 11.252. CERTIFICATE OF TERMINATION. (a) If termination of a...

Section 11.253. Reinstatement by Secretary of State After Involuntary Termination - Sec. 11.253. REINSTATEMENT BY SECRETARY OF STATE AFTER INVOLUNTARY TERMINATION....

Section 11.254. Reinstatement of Certificate of Formation Following Tax Forfeiture - Sec. 11.254. REINSTATEMENT OF CERTIFICATE OF FORMATION FOLLOWING TAX FORFEITURE....

Subchapter G. Judicial Winding Up and Termination

Section 11.301. Involuntary Winding Up and Termination of Filing Entity by Court Action - Sec. 11.301. INVOLUNTARY WINDING UP AND TERMINATION OF FILING ENTITY...

Section 11.302. Notification of Cause by Secretary of State - Sec. 11.302. NOTIFICATION OF CAUSE BY SECRETARY OF STATE. (a)...

Section 11.303. Filing of Action by Attorney General - Sec. 11.303. FILING OF ACTION BY ATTORNEY GENERAL. The attorney...

Section 11.304. Cure Before Final Judgment - Sec. 11.304. CURE BEFORE FINAL JUDGMENT. An action filed by...

Section 11.305. Judgment Requiring Winding Up and Termination - Sec. 11.305. JUDGMENT REQUIRING WINDING UP AND TERMINATION. If a...

Section 11.306. Stay of Judgment - Sec. 11.306. STAY OF JUDGMENT. (a) If, in an action...

Section 11.307. Opportunity for Cure After Affirmation of Findings by Appeals Court - Sec. 11.307. OPPORTUNITY FOR CURE AFTER AFFIRMATION OF FINDINGS BY...

Section 11.308. Jurisdiction and Venue - Sec. 11.308. JURISDICTION AND VENUE. (a) The attorney general shall...

Section 11.309. Process in State Action - Sec. 11.309. PROCESS IN STATE ACTION. Citation in an action...

Section 11.310. Publication of Notice - Sec. 11.310. PUBLICATION OF NOTICE. (a) Except as provided by...

Section 11.311. Action Allowed After Expiration of Filing Entity's Duration - Sec. 11.311. ACTION ALLOWED AFTER EXPIRATION OF FILING ENTITY'S DURATION....

Section 11.312. Compliance by Terminated Entity - Sec. 11.312. COMPLIANCE BY TERMINATED ENTITY. On the decree of...

Section 11.313. Timing of Termination - Sec. 11.313. TIMING OF TERMINATION. A court may enter a...

Section 11.314. Involuntary Winding Up and Termination of Partnership or Limited Liability Company - Sec. 11.314. INVOLUNTARY WINDING UP AND TERMINATION OF PARTNERSHIP OR...

Section 11.315. Filing of Decree of Termination Against Filing Entity - Sec. 11.315. FILING OF DECREE OF TERMINATION AGAINST FILING ENTITY....

Subchapter H. Claims Resolution on Termination

Section 11.351. Liability of Terminated Filing Entity - Sec. 11.351. LIABILITY OF TERMINATED FILING ENTITY. A terminated filing...

Section 11.352. Deposit With Comptroller of Amount Due Owners and Creditors Who Are Unknown or Cannot Be Located - Sec. 11.352. DEPOSIT WITH COMPTROLLER OF AMOUNT DUE OWNERS AND...

Section 11.353. Discharge of Liability of Person Responsible for Liquidation - Sec. 11.353. DISCHARGE OF LIABILITY OF PERSON RESPONSIBLE FOR LIQUIDATION....

Section 11.354. Payment From Account by Comptroller - Sec. 11.354. PAYMENT FROM ACCOUNT BY COMPTROLLER. (a) To claim...

Section 11.355. Notice of Escheat; Escheat - Sec. 11.355. NOTICE OF ESCHEAT; ESCHEAT. (a) If no claimant...

Section 11.356. Limited Survival After Termination - Sec. 11.356. LIMITED SURVIVAL AFTER TERMINATION. (a) Notwithstanding the termination...

Section 11.357. Governing Persons of Entity During Limited Survival - Sec. 11.357. GOVERNING PERSONS OF ENTITY DURING LIMITED SURVIVAL. (a)...

Section 11.358. Accelerated Procedure for Existing Claim Resolution - Sec. 11.358. ACCELERATED PROCEDURE FOR EXISTING CLAIM RESOLUTION. (a) A...

Section 11.359. Extinguishment of Existing Claim - Sec. 11.359. EXTINGUISHMENT OF EXISTING CLAIM. (a) Except as provided...

Subchapter I. Receivership

Section 11.401. Code Governs - Sec. 11.401. CODE GOVERNS. A receiver may be appointed for...

Section 11.402. Jurisdiction to Appoint Receiver - Sec. 11.402. JURISDICTION TO APPOINT RECEIVER. (a) A court that...

Section 11.403. Appointment of Receiver for Specific Property - Sec. 11.403. APPOINTMENT OF RECEIVER FOR SPECIFIC PROPERTY. (a) Subject...

Section 11.404. Appointment of Receiver to Rehabilitate Domestic Entity - Sec. 11.404. APPOINTMENT OF RECEIVER TO REHABILITATE DOMESTIC ENTITY. (a)...

Section 11.405. Appointment of Receiver to Liquidate Domestic Entity; Liquidation - Sec. 11.405. APPOINTMENT OF RECEIVER TO LIQUIDATE DOMESTIC ENTITY; LIQUIDATION....

Section 11.406. Receivers: Qualifications, Powers, and Duties - Sec. 11.406. RECEIVERS: QUALIFICATIONS, POWERS, AND DUTIES. (a) A receiver...

Section 11.407. Court-Ordered Filing of Claims - Sec. 11.407. COURT-ORDERED FILING OF CLAIMS. (a) In a proceeding...

Section 11.408. Supervising Court; Jurisdiction; Authority - Sec. 11.408. SUPERVISING COURT; JURISDICTION; AUTHORITY. (a) A court supervising...

Section 11.409. Ancillary Receiverships of Foreign Entities - Sec. 11.409. ANCILLARY RECEIVERSHIPS OF FOREIGN ENTITIES. (a) Notwithstanding any...

Section 11.410. Receivership for All Property and Business of Foreign Entity - Sec. 11.410. RECEIVERSHIP FOR ALL PROPERTY AND BUSINESS OF FOREIGN...

Section 11.411. Governing Persons and Owners Not Necessary Parties Defendant - Sec. 11.411. GOVERNING PERSONS AND OWNERS NOT NECESSARY PARTIES DEFENDANT....

Section 11.412. Decree of Involuntary Termination - Sec. 11.412. DECREE OF INVOLUNTARY TERMINATION. In an action in...

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...

Section 11.414. Filing of Decree of Involuntary Termination Against Filing Entity - Sec. 11.414. FILING OF DECREE OF INVOLUNTARY TERMINATION AGAINST FILING...

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...

Section 12.002. Interrogatories by Secretary of State - Sec. 12.002. INTERROGATORIES BY SECRETARY OF STATE. (a) As necessary...

Section 12.003. Information Disclosed by Interrogatories - Sec. 12.003. INFORMATION DISCLOSED BY INTERROGATORIES. An interrogatory sent by...

Section 12.004. Appeals From Secretary of State - Sec. 12.004. APPEALS FROM SECRETARY OF STATE. (a) If the...

Section 12.005. Fee Waiver for New Veteran-Owned Business - Text of section effective until January 01, 2026 Sec. 12.005....

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...

Section 12.152. Request to Examine - Sec. 12.152. REQUEST TO EXAMINE. To examine the business of...

Section 12.153. Authority to Examine Management of Entity - Sec. 12.153. AUTHORITY TO EXAMINE MANAGEMENT OF ENTITY. The attorney...

Section 12.154. Authority to Disclose Information - Sec. 12.154. AUTHORITY TO DISCLOSE INFORMATION. Information held by the...

Section 12.155. Forfeiture of Business Privileges - Sec. 12.155. FORFEITURE OF BUSINESS PRIVILEGES. A foreign filing entity...

Section 12.156. Criminal Penalty - Sec. 12.156. CRIMINAL PENALTY. (a) A managerial official or other...

Subchapter C. Enforcement Lien

Section 12.201. Lien for Law Violations - Sec. 12.201. LIEN FOR LAW VIOLATIONS. (a) If a filing...

Subchapter D. Enforcement Proceedings

Section 12.251. Receiver - Sec. 12.251. RECEIVER. In a suit filed by this state...

Section 12.252. Foreclosure - Sec. 12.252. FORECLOSURE. (a) The attorney general may bring suit...

Section 12.253. Action Against Insolvent Entity - Sec. 12.253. ACTION AGAINST INSOLVENT ENTITY. When the attorney general...

Section 12.254. Suits by District or County Attorney - Sec. 12.254. SUITS BY DISTRICT OR COUNTY ATTORNEY. A district...

Section 12.255. Permission to Sue - Sec. 12.255. PERMISSION TO SUE. Before a petition may be...

Section 12.256. Examination and Notice - Sec. 12.256. EXAMINATION AND NOTICE. (a) The judge of a...

Section 12.257. Dismissal of Action - Sec. 12.257. DISMISSAL OF ACTION. (a) A suit authorized by...

Section 12.258. Liquidation of Insolvent Entity - Sec. 12.258. LIQUIDATION OF INSOLVENT ENTITY. (a) A court hearing...

Section 12.259. Extraordinary Remedies; Bond - Sec. 12.259. EXTRAORDINARY REMEDIES; BOND. The state has a right...

Section 12.260. Abatement of Suit - Sec. 12.260. ABATEMENT OF SUIT. An action or cause of...

Section 12.261. Provisions Cumulative - Sec. 12.261. PROVISIONS CUMULATIVE. Each right or remedy provided by...

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Texas Statutes Business Organizations Code Title 1 - General Provisions

Texas Statutes
Business Organizations Code
Title 1 - General Provisions