Title BO, Business Organizations Code

Sec. 4.009. FILINGS BY REAL ESTATE INVESTMENT TRUST. (a) A filing instrument relating to a domestic real estate investment trust must be filed with the county clerk of the county in which the domestic real estate investment trust's principal place of business is located. (b) Subj…

Sec. 4.051. GENERAL RULE. A filing instrument submitted to the secretary of state takes effect on filing, except as permitted by Section 4.052 or as provided by the provisions of this code that apply to the entity making the filing or other law. Acts 2003, 78th Leg., ch. 182, Sec…

Sec. 4.052. DELAYED EFFECTIVENESS OF CERTAIN FILINGS. (a) Except as provided by Section 4.058, a filing instrument may take effect after the time the instrument would otherwise take effect as provided by this code for the entity filing the instrument. (b) If the effectiveness of …

Sec. 4.053. CONDITIONS FOR DELAYED EFFECTIVENESS. (a) The date, or the date and time, at which a filing instrument takes effect is delayed if the instrument clearly and expressly states, in addition to any other required statement or information: (1) the specified date, or the sp…

Sec. 4.054. DELAYED EFFECTIVENESS ON FUTURE EVENT OR FACT. A filing instrument that is to take effect on or after the occurrence of a future event or fact in accordance with Section 4.053(a)(2) and for which the statement required by Section 4.055 is filed within the prescribed t…

Sec. 4.055. STATEMENT OF EVENT OR FACT. An entity that files a filing instrument that takes effect on or after the occurrence of a future event or fact in accordance with Section 4.053(a)(2) must sign and file as provided by Subchapter A, not later than the 90th day after the dat…

Sec. 4.056. FAILURE TO FILE STATEMENT. (a) If the filing instrument is to take effect on or after the occurrence of a future event or fact in accordance with Section 4.053(a)(2) and the statement required by Section 4.055 is not filed before the expiration of the prescribed time,…

Sec. 4.057. ABANDONMENT BEFORE EFFECTIVENESS. (a) The parties to a filing instrument may abandon the filing instrument if the instrument has not taken effect. (b) To abandon a filing instrument the parties to the instrument must file with the filing officer a certificate of aband…

Sec. 4.058. DELAYED EFFECTIVENESS NOT PERMITTED. The effect of the following filing instruments may not be delayed: (1) a reservation of name as provided by Subchapter C, Chapter 5; (2) a registration of name as provided by Subchapter D, Chapter 5; (3) a statement of event or fac…

Sec. 4.059. ACKNOWLEDGMENT OF FILING WITH DELAYED EFFECTIVENESS. (a) An acknowledgment of filing issued or other action taken by the secretary of state affirming the filing of a filing instrument that has a specific delayed effective date, or a specific delayed effective date and…

Sec. 4.101. CORRECTION OF FILINGS. (a) A filing instrument that has been filed with the secretary of state that is an inaccurate record of the event or transaction evidenced in the instrument, that contains an inaccurate or erroneous statement, or that was defectively or erroneou…

Sec. 4.102. LIMITATION ON CORRECTION OF FILINGS. A filing instrument may be corrected to contain only those statements that this code authorizes or requires to be included in the original instrument. A certificate of correction may not alter, add, or delete a statement that by it…

Sec. 4.103. CERTIFICATE OF CORRECTION. The certificate of correction must: (1) state the name of the entity; (2) identify the filing instrument to be corrected by description and date of filing with the secretary of state; (3) identify the inaccuracy, error, or defect to be corre…

Sec. 4.104. FILING CERTIFICATE OF CORRECTION. The certificate of correction shall be filed with and acted on by the secretary of state as provided by Subchapter A. On filing, the secretary of state shall deliver to the entity or its representative an acknowledgment of the filing.…

Sec. 4.105. EFFECT OF CERTIFICATE OF CORRECTION. (a) After the secretary of state files the certificate of correction, the filing instrument is considered to have been corrected on the date the filing instrument was originally filed, except as provided by Subsection (b). (b) As t…

Sec. 4.106. AMENDMENT OF FILINGS. A filing instrument that an entity files with the secretary of state may be amended or supplemented to the extent permitted by the provisions of this code that apply to that entity. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. SUBCHA…

Sec. 4.151. FILING FEES: ALL ENTITIES. The secretary of state shall impose the following fees: (1) for filing a certificate of correction, $15; (2) for filing an application for reservation or registration of a name, $40; (3) for filing a notice of transfer of a name reservation,…

Sec. 4.152. FILING FEES: FOR-PROFIT CORPORATIONS. For a filing by or for a for-profit corporation, the secretary of state shall impose the following fees: (1) for filing a certificate of formation, $300; (2) for filing a certificate of amendment, $150; (3) for filing an applicati…

Sec. 4.153. FILING FEES: NONPROFIT CORPORATIONS. For a filing by or for a nonprofit corporation, the secretary of state shall impose the following fees: (1) for filing a certificate of formation, $25; (2) for filing a certificate of amendment, $25; (3) for filing a certificate of…

Sec. 4.154. FILING FEES: LIMITED LIABILITY COMPANIES. For a filing by or for a limited liability company, the secretary of state shall impose the same fee as the filing fee for a similar instrument under Section 4.152. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 4.155. FILING FEES: LIMITED PARTNERSHIPS. For a filing by or for a limited partnership, the secretary of state shall impose the following fees: (1) for filing a certificate of formation or an application for registration as a foreign limited partnership, $750; (2) for filing…

Sec. 4.156. FILING FEES: PROFESSIONAL ASSOCIATIONS. For a filing by or for a professional association, the secretary of state shall impose the following fees: (1) for filing a certificate of formation or an application for registration as a foreign professional association, $750;…

Sec. 4.157. FILING FEES: PROFESSIONAL CORPORATIONS. For a filing by or for a professional corporation, the secretary of state shall impose the same fee as the filing fee for a similar instrument under Section 4.152. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 4.158. FILING FEES: GENERAL PARTNERSHIPS. For a filing by or for a general partnership, the secretary of state shall impose the following fees: (1) for filing a limited liability partnership application, $200 for each partner; (2) for filing a limited liability partnership a…

Sec. 4.159. FILING FEES: NONPROFIT ASSOCIATIONS. For a filing by or for a nonprofit association, the secretary of state shall impose the following fees: (1) for filing a statement appointing an agent to receive service of process, $25; (2) for filing an amendment of a statement a…

Sec. 4.160. FILING FEES: FOREIGN FILING ENTITIES. For a filing by or for a foreign filing entity when no other fee has been provided, the secretary of state shall impose the same fee as the filing fee for a similar instrument under Section 4.151 or 4.152. Acts 2003, 78th Leg., ch…

Sec. 4.161. FILING FEES: COOPERATIVE ASSOCIATIONS. For a filing by or for a cooperative association, the secretary of state shall impose the same fee as the filing fee for a similar instrument under Section 4.153. Added by Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 13, eff. J…

Sec. 4.162. FILING FEES: REGISTERED SERIES OF LIMITED LIABILITY COMPANY. (a) For a filing by or for a registered series of a domestic limited liability company, the secretary of state shall impose the following fees: (1) for filing a certificate of registered series, $300; (2) fo…

Sec. 5.001. EFFECT ON RIGHTS UNDER OTHER LAW. (a) The filing of a certificate of formation by a filing entity under this code, an application for registration by a foreign filing entity under this code, a certificate of registered series, or an application for reservation or regi…

Sec. 5.002. EVIDENCE OF ESTABLISHED RIGHT TO INDISTINGUISHABLE NAME. Notwithstanding Sections 5.053, 5.102, and 5.153, the secretary of state may accept a name if the entity or person seeking acceptance of the filing instrument with the indistinguishable name delivers to the secr…

Sec. 5.051. ASSUMED NAME. A domestic entity, a protected series or registered series of a domestic limited liability company, or a foreign entity having authority to transact business in this state may transact business under an assumed name on compliance with Chapter 71, Busines…

Sec. 5.052. UNAUTHORIZED PURPOSE IN NAME PROHIBITED. (a) A filing entity or a foreign filing entity may not have a name that contains any word or phrase that indicates or implies that the entity is engaged in a business that the entity is not authorized by law to pursue. (b) A re…

Sec. 5.053. DISTINGUISHABLE NAMES REQUIRED. (a) The name of a filing entity or registered series of a domestic limited liability company or the name under which a foreign filing entity registers to transact business in this state must be distinguishable in the records of the secr…

Sec. 5.054. NAME OF CORPORATION, FOREIGN CORPORATION, PROFESSIONAL CORPORATION, OR FOREIGN PROFESSIONAL CORPORATION. (a) The name of a corporation or foreign corporation must contain: (1) the word "company," "corporation," "incorporated," or "limited"; or (2) an abbreviation of o…

Sec. 5.055. NAME OF LIMITED PARTNERSHIP OR FOREIGN LIMITED PARTNERSHIP. (a) The name of a limited partnership or foreign limited partnership must contain: (1) the word "limited"; (2) the phrase "limited partnership"; or (3) an abbreviation of that word or phrase. (b) The name of …

Sec. 5.056. NAME OF LIMITED LIABILITY COMPANY OR FOREIGN LIMITED LIABILITY COMPANY. (a) The name of a limited liability company or a foreign limited liability company doing business in this state must contain: (1) the phrase "limited liability company" or "limited company"; or (2…

Sec. 5.0561. NAME OF REGISTERED SERIES OF LIMITED LIABILITY COMPANY. The name of a registered series of a limited liability company must contain: (1) the phrase "registered series"; or (2) the abbreviation "RS" or "R.S." of that phrase. Added by Acts 2021, 87th Leg., R.S., Ch. 43…

Sec. 5.057. NAME OF COOPERATIVE ASSOCIATION OR FOREIGN COOPERATIVE ASSOCIATION. (a) The name of a cooperative association or foreign cooperative association must contain: (1) the word "cooperative"; or (2) an abbreviation of that word. (b) A domestic or foreign entity may use the…

Sec. 5.058. NAME OF PROFESSIONAL ASSOCIATION OR FOREIGN PROFESSIONAL ASSOCIATION. The name of a professional association or foreign professional association must contain: (1) the word "associated," "associates," or "association"; (2) the phrase "professional association"; or (3) …

Sec. 5.059. NAME OF PROFESSIONAL LIMITED LIABILITY COMPANY OR FOREIGN PROFESSIONAL LIMITED LIABILITY COMPANY. (a) The name of a professional limited liability company or foreign professional limited liability company must contain: (1) the phrase "professional limited liability co…

Sec. 5.060. NAME OF PROFESSIONAL ENTITY OR FOREIGN PROFESSIONAL ENTITY; CONFLICTS WITH OTHER LAW OR ETHICAL RULE. The name of a professional entity or foreign professional entity must not be contrary to a statute or regulation of this state that governs a person who provides a pr…

Sec. 5.061. NAME CONTAINING "LOTTO" OR "LOTTERY" PROHIBITED. A filing entity, a foreign filing entity, or a registered series of a domestic limited liability company may not have a name that contains the word "lotto" or "lottery." Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. …

Sec. 5.062. VETERANS ORGANIZATIONS; UNAUTHORIZED USE OF NAME. (a) Subject to Subsection (b), a filing entity or a registered series of a domestic limited liability company may not have a name that: (1) reasonably implies that the entity or registered series is created by or for t…

Sec. 5.063. NAME OF LIMITED LIABILITY PARTNERSHIP. (a) The name of a domestic or foreign limited liability partnership must contain: (1) the phrase "limited liability partnership"; or (2) an abbreviation of the phrase. (b) A domestic or foreign limited liability partnership is no…

Sec. 5.064. NAME FALSELY IMPLYING GOVERNMENTAL AFFILIATION PROHIBITED. (a) A filing entity or a foreign filing entity may not use a name in this state that falsely implies an affiliation with a governmental entity. (b) The submission of a filing instrument is an affirmation by th…

Sec. 5.065. FALSE IMPLICATION OF GOVERNMENTAL AFFILIATION; AUTHORITY OF SECRETARY OF STATE AND ATTORNEY GENERAL. (a) On the written request of a governmental entity specifying the basis on which a filing entity's or foreign filing entity's name falsely implies affiliation with th…