Title BO, Business Organizations Code

Sec. 402.005. APPLICABILITY TO EXISTING ENTITIES. (a) On or after January 1, 2010, if a domestic entity formed before January 1, 2006, or a foreign filing entity registered with the secretary of state to transact business in this state before January 1, 2006, has not taken the ac…

Sec. 402.0051. EFFECT OF REFERENCES TO PRIOR LAW AND USE OF SYNONYMOUS TERMS. (a) A governing document or a filing instrument, including a certificate of formation or application for registration, is not considered to have failed to conform to this code if the governing document …

Sec. 402.006. APPLICABILITY TO CERTAIN ACTS, CONTRACTS, AND TRANSACTIONS. Except as otherwise expressly provided by this title, all of the provisions of this code govern acts, contracts, or other transactions by an entity subject to this code or its managerial officials, owners, …

Sec. 402.007. INDEMNIFICATION. Chapter 8 governs any proposed indemnification by a domestic entity after the mandatory application date, regardless of whether the events on which the indemnification is based occurred before or after the mandatory application date. In a case in wh…

Sec. 402.008. MEETINGS OF OWNERS AND MEMBERS; CONSENTS; VOTING OF INTERESTS. (a) Except as provided by Subsection (b) and regardless of whether a proxy or consent was executed by an owner or member before the mandatory application date, Chapter 6 and any other applicable provisio…

Sec. 402.009. MEETINGS OF GOVERNING AUTHORITY AND COMMITTEES; CONSENTS. (a) Except as provided by Subsection (b), Chapter 6 and any other applicable provision of this code apply to: (1) a meeting of the governing authority or a committee of the governing authority held on or afte…

Sec. 402.010. SALE OF ASSETS, MERGERS, REORGANIZATIONS, CONVERSIONS. Chapter 10 and any other applicable provisions of this code apply to a transaction consummated by an entity after the mandatory application date, except that if a required approval of the owners or members of th…

Sec. 402.011. WINDING UP AND TERMINATION. (a) Chapter 11 applies to: (1) an action for involuntary or judicial winding up and termination commenced after the mandatory application date; or (2) a voluntary winding up and termination proceeding initiated after the mandatory applica…

Sec. 402.012. REGISTRATION OF CERTAIN FOREIGN ENTITIES. A foreign entity that has transacted intrastate business in this state before the mandatory application date and that is required by Chapter 9 to register to transact business is not subject to a direct or indirect penalty a…

Sec. 402.013. REINSTATEMENT OF ENTITIES CANCELED, REVOKED, DISSOLVED, INVOLUNTARILY DISSOLVED, SUSPENDED, OR FORFEITED UNDER PRIOR LAW. (a) On or after January 1, 2006, and before January 1, 2010, a domestic filing entity whose certificate of formation or equivalent governing doc…

Sec. 402.014. MAINTENANCE OF PRIOR ACTION. Except as expressly provided by this title, this code does not apply to an action or proceeding commenced before the mandatory application date. Prior law applies to the action or proceeding. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. J…

Sec. 402.015. PERPETUAL DURATION OF OLD CORPORATIONS. (a) Notwithstanding any provision in the articles of incorporation limiting the period of duration of a domestic for-profit corporation formed before September 6, 1955, the period of duration of the corporation became perpetua…