Title BO, Business Organizations Code

Sec. 252.012. CLAIM NOT ABATED BY CHANGE. A claim for relief against a nonprofit association does not abate merely because of a change in the members or persons authorized to manage the affairs of the nonprofit association. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006…

Sec. 252.013. SUMMONS AND COMPLAINT; SERVICE. (a) In an action or proceeding against a nonprofit association, a summons and complaint must be served on an agent authorized by appointment to receive service of process, an officer, a managing or general agent, or a person authorize…

Sec. 252.014. UNIFORMITY OF APPLICATION AND CONSTRUCTION. This chapter shall be applied and construed to make uniform the law with respect to the subject of this chapter among states enacting it. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 252.015. TRANSITION CONCERNING REAL AND PERSONAL PROPERTY. If, before September 1, 1995, an estate or interest in real or personal property was by the terms of the transfer purportedly transferred to a nonprofit association, but under the law the estate or interest was veste…

Sec. 252.016. EFFECT ON OTHER LAW. This chapter replaces existing law with respect to matters covered by this chapter but does not affect other law covering unincorporated nonprofit associations. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 252.017. CHAPTER CONTROLLING. (a) Except as provided by Subsection (b), the only provisions of this code that apply to or govern a nonprofit association are the provisions of this chapter. (b) Chapters 1, 2, 4, 10, and 11 and, if a nonprofit association designates an agent f…

Sec. 252.018. MERGERS AND CONVERSIONS. A nonprofit association may effect a merger or conversion by complying with the applicable provisions of Chapter 10 and the nonprofit association's governing documents. Added by Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 34, eff. S…

Sec. 301.001. APPLICABILITY OF TITLE. (a) This title applies only to a professional entity or foreign professional entity. (b) This title does not affect: (1) the professional or confidential relationship between a person who provides a professional service and the recipient of t…

Sec. 301.002. CONFLICTS OF LAW. This title prevails over a conflicting provision of Title 1, 2, or 3. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 301.003. DEFINITIONS. In this title: (1) "Licensed mental health professional" means a person, other than a physician, who is licensed by the state to engage in the practice of psychology or psychiatric nursing or to provide professional therapy or counseling services. (2) "…

Sec. 301.004. AUTHORIZED PERSON. For purposes of this title, a person is an authorized person with respect to: (1) a professional association if the person is a professional individual; and (2) a professional corporation or a professional limited liability company if the person i…

Sec. 301.005. APPLICATION FOR REGISTRATION OF FOREIGN PROFESSIONAL ENTITY. (a) When required by Chapter 9, a foreign professional entity must file an application for registration to transact business in this state. (b) The secretary of state may accept an application filed under …

Sec. 301.006. LICENSE REQUIRED TO PROVIDE PROFESSIONAL SERVICE. (a) A professional association or foreign professional association may provide a professional service in this state only through owners, managerial officials, employees, or agents, each of whom: (1) is a professional…

Sec. 301.007. CERTAIN REQUIREMENTS TO BE OWNER, GOVERNING PERSON, OR OFFICER. (a) A person may be an owner of a professional entity or a governing person of a professional limited liability company only if the person is an authorized person. (b) An individual may be an officer of…

Sec. 301.008. DUTIES AND POWERS OF OWNER OR MANAGERIAL OFFICIAL WHO CEASES TO BE LICENSED; PURCHASE OF OWNERSHIP INTEREST. (a) A managerial official of a professional entity who ceases to satisfy the requirements of Section 301.007 shall promptly resign the person's position and …

Sec. 301.009. TRANSFER OF OWNERSHIP INTEREST. Except as limited by the governing documents of the professional entity or an applicable agreement, an ownership interest in a professional entity may be transferred only to: (1) an owner of the entity; (2) the entity itself; or (3) a…

Sec. 301.010. LIABILITY. (a) A professional entity is jointly and severally liable for an error, omission, negligent or incompetent act, or malfeasance committed by a person who: (1) is an owner, managerial official, employee, or agent of the entity; and (2) while providing a pro…

Sec. 301.011. EXEMPTION FROM SECURITIES LAWS. (a) A sale, issuance, or offer for sale of an ownership interest in a professional entity to a person authorized under this title to own an ownership interest in the professional entity is exempt from any state law, other than this co…

Sec. 301.012. JOINT PRACTICE BY CERTAIN PROFESSIONALS. (a) Persons licensed as doctors of medicine and persons licensed as doctors of osteopathy by the Texas Medical Board, persons licensed as podiatrists by the Texas Department of Licensing and Regulation, and persons licensed a…

Sec. 302.001. APPLICABILITY OF CERTAIN PROVISIONS GOVERNING FOR-PROFIT CORPORATIONS. The provisions of Chapters 20 and 21 governing a for-profit corporation apply to a professional association, unless there is a conflict with this title. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff…

Sec. 302.002. DURATION OF PROFESSIONAL ASSOCIATION. A professional association continues: (1) for all purposes as a separate entity independent of the association's members until: (A) the expiration of the period of duration stated in the certificate of formation; or (B) the asso…

Sec. 302.003. AMENDMENT OF CERTIFICATE OF FORMATION. (a) A professional association may amend the association's certificate of formation as provided by Chapter 3 and: (1) by the procedure for amendment stated in the certificate of formation; or (2) if the certificate of formation…

Sec. 302.004. ADOPTION OF BYLAWS; DELEGATION OF AUTHORITY. (a) The members of a professional association may adopt bylaws for the association. (b) The authority to adopt bylaws for a professional association granted under Subsection (a) may be delegated under the certificate of f…

Sec. 302.005. GOVERNING AUTHORITY. (a) A professional association shall be governed by: (1) a board of directors; or (2) an executive committee. (b) The governing authority of a professional association shall be elected by the members of the association. Acts 2003, 78th Leg., ch.…

Sec. 302.006. MEMBERS' VOTING RIGHTS. A member of a professional association is entitled to cast a vote at a meeting of the members as provided by the certificate of formation of the association. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.007. ELECTION OF OFFICERS. The governing authority of a professional association shall elect the officers of the association. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.008. OFFICER AND GOVERNING PERSON ELIGIBILITY REQUIREMENTS. (a) Only a member of the professional association is eligible to serve as an officer or governing person of a professional association. (b) Except as provided by Subsection (c), a person is not required to be a …

Sec. 302.009. EMPLOYMENT OF AGENTS AND EMPLOYEES. The officers of a professional association may employ agents or employees for the association as the officers consider advisable. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.010. LIMITATION ON MEMBER'S POWER TO BIND ASSOCIATION. A member of a professional association is not entitled to bind the association within the scope of the association's business or profession merely by virtue of being a member of the professional association. Acts 200…

Sec. 302.011. DIVISION OF PROFITS. The members of a professional association shall divide the profits derived from the association in the manner provided by the governing documents of the association. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 302.013. WINDING UP AND TERMINATION; CERTIFICATE OF TERMINATION. (a) A professional association may wind up and terminate the association's business as provided by: (1) the association's certificate of formation; or (2) if the certificate of formation does not provide for th…

Sec. 303.001. APPLICABILITY OF CERTAIN PROVISIONS GOVERNING FOR-PROFIT CORPORATIONS. The provisions of Chapters 20 and 21 governing a for-profit corporation apply to a professional corporation, unless there is a conflict with this title. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff…

Sec. 303.002. AUTHORITY AND LIABILITY OF SHAREHOLDER. (a) A shareholder of a professional corporation is not required to supervise the performance of duties by an officer or employee of the corporation. (b) A shareholder of a professional corporation is subject to no greater liab…

Sec. 303.003. NOTICE OF RESTRICTION ON TRANSFER OF SHARES. Any restriction on the transfer of shares in a professional corporation that is imposed by the governing documents of the corporation or an applicable agreement must be: (1) noted on each certificate representing the shar…

Sec. 303.004. REDEMPTION OF SHARES; PRICE AND TERMS. (a) A professional corporation may redeem shares of a shareholder, including a deceased shareholder. (b) The price and other terms of a redemption of shares may be: (1) agreed to between the board of directors of the profession…

Sec. 303.005. EXISTENCE OF PROFESSIONAL CORPORATION BEFORE WINDING UP AND TERMINATION. A professional corporation continues to exist until the winding up and termination of the corporation as provided by Chapter 11 without regard to: (1) the death, incompetency, bankruptcy, resig…

Sec. 303.006. EXECUTION OF CERTIFICATE OF TERMINATION. (a) Except as provided by Subsection (b), a certificate of termination filed in accordance with Chapter 11 must be executed by an officer of the professional corporation on behalf of the corporation. (b) If a professional cor…

Sec. 304.001. APPLICABILITY OF CERTAIN PROVISIONS GOVERNING LIMITED LIABILITY COMPANIES. Title 3 applies to a professional limited liability company, unless there is a conflict with this title. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 401.001. DEFINITIONS. In this title: (1) "Mandatory application date" means: (A) for an entity subject to this code under Section 402.001, January 1, 2006; (B) for an entity subject to this code under Section 402.003 or 402.004, the date of completion of the action required …

Sec. 402.001. APPLICABILITY UPON EFFECTIVE DATE. (a) On or after the effective date of this code, this code applies to: (1) a domestic entity formed on or after the effective date of this code; (2) a domestic entity that is a converted entity resulting from a conversion that take…

Sec. 402.002. EARLY EFFECTIVENESS OF FEES. On or after the effective date of this code, the fees required by Chapter 4 apply to all filings made with the secretary of state, including comparable filings under prior law, regardless of whether an entity is subject to or has adopted…

Sec. 402.003. EARLY ADOPTION OF CODE BY EXISTING DOMESTIC ENTITY. (a) A domestic entity formed before the effective date of this code may voluntarily elect to adopt and become subject to this code by: (1) adopting the code by complying with the procedures for approval, under prio…

Sec. 402.004. EARLY ADOPTION OF CODE BY REGISTERED FOREIGN FILING ENTITY. (a) A foreign filing entity registered with the secretary of state to transact business in this state before the effective date of this code may voluntarily elect to adopt and become subject to this code by…

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, …