Title BO, Business Organizations Code

Sec. 22.516. NOTICE TO ATTORNEY GENERAL. (a) In this section, "charitable entity" has the meaning assigned by Section 123.001, Property Code. (b) An action brought under Section 22.512 that involves a charitable entity is considered a "proceeding involving a charitable trust" to …

Sec. 23.001. DETERMINATION OF APPLICABLE LAW. (a) A corporation created under this chapter or under a special statute outside this code, to the extent not inconsistent with a special statute regarding a particular corporation, is governed by: (1) Title 1 and Chapter 21, if the co…

Sec. 23.002. APPLICABILITY OF FILING REQUIREMENTS. Except as otherwise provided by the special statute, a document to be filed with the secretary of state under a special statute shall be executed and filed in accordance with Chapter 4. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff.…

Sec. 23.003. DOMESTIC CORPORATION ORGANIZED UNDER SPECIAL STATUTE. A corporation organized under a special statute other than this code is not considered a "domestic corporation" formed under this code, although this code may apply to the corporation. Acts 2003, 78th Leg., ch. 18…

Sec. 23.051. DEFINITIONS. In this subchapter: (1) "Corporation" means a business development corporation organized under this subchapter. (2) "Financial institution" means a banking corporation or trust company, savings and loan association, governmental agency, insurance company…

Sec. 23.052. ORGANIZERS. Subject to The Securities Act (Title 12, Government Code), 25 or more persons, the majority of whom must be residents of this state, may form a business development corporation to promote, develop, and advance the prosperity and economic welfare of this s…

Sec. 23.053. PURPOSES. (a) A business development corporation may be organized as a: (1) for-profit corporation under Chapter 21; or (2) nonprofit corporation under Chapter 22. (b) In accordance with Section 3.005(a)(3), the certificate of formation of a business development corp…

Sec. 23.054. POWERS. (a) The powers of a corporation include, in addition to the powers conferred on the corporation by Chapters 2 and 21 or 22, as applicable, the power to: (1) elect, appoint, and employ officers, agents, and employees; (2) make contracts and incur liabilities f…

Sec. 23.055. STATEWIDE OPERATION. A corporation organized under this subchapter is a state development company as defined by Section 103, Small Business Investment Act of 1958 (15 U.S.C. Section 662), as amended, or similar federal legislation, and may operate on a statewide basi…

Sec. 23.056. CERTIFICATE OF FORMATION. (a) The certificate of formation of a corporation must state: (1) the name of the corporation; (2) the purpose or purposes for which the corporation is organized as required by Section 23.053; and (3) any other information required by: (A) C…

Sec. 23.057. MANAGEMENT BY BOARD OF DIRECTORS; NUMBER OF DIRECTORS. (a) The organization, control, and management of a corporation are vested in a board of directors. The board must consist of not fewer than 15 and not more than 21 directors. (b) The board of directors may exerci…

Sec. 23.058. ELECTION OR APPOINTMENT OF DIRECTORS. (a) The organizers of a corporation shall name the directors constituting the initial board of directors of the corporation. Directors other than the initial directors shall be elected at each annual meeting of the corporation. I…

Sec. 23.059. TERM OF OFFICE; VACANCY. (a) A director of a corporation holds office until the next annual election of directors and until a successor is elected and qualified, unless the director is removed at an earlier date in accordance with the corporation's bylaws. (b) A vaca…

Sec. 23.060. OFFICERS. The board of directors of a corporation shall appoint a president, a treasurer, and any other agent or officer of the corporation and shall fill each vacancy other than a vacancy on the board. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 23.061. PARTICIPATION AS OWNER. (a) An individual, corporation, or other organization authorized to conduct business in this state, including a public utility company, insurance and casualty company, or foreign corporation licensed to do business in this state, or a trust ma…

Sec. 23.062. FINANCIAL INSTITUTION AS MEMBER OF CORPORATION. (a) A financial institution may become a member of a corporation and may make loans to the corporation as provided by this chapter. (b) A financial institution may request membership in the corporation by applying to th…

Sec. 23.063. WITHDRAWAL OF MEMBER. (a) On written notice to the corporation's board of directors, a member may withdraw from a corporation on the date stated in the notice. The date of a member's withdrawal must be at least six months after the date notice is given under this sub…

Sec. 23.064. POWERS OF SHAREHOLDERS AND MEMBERS. The shareholders and members of a corporation may: (1) determine the number of directors and elect the directors as provided by Section 23.058; (2) make, amend, and repeal bylaws of the corporation; or (3) exercise any other power …

Sec. 23.065. VOTING BY SHAREHOLDER OR MEMBER. (a) Each shareholder of a corporation has one vote, in person or by proxy, for each share held by the shareholder. (b) Each member of a corporation has one vote in person or by proxy. (c) A member with a loan limit that exceeds $1,000…

Sec. 23.066. LOAN TO CORPORATION. (a) When called on by a corporation to make a loan to the corporation, a member of the corporation shall make the loan on those terms and conditions periodically approved by the board of directors. (b) A loan made to the corporation by a member s…

Sec. 23.067. PROHIBITED LOAN. (a) A member may not make a loan to a corporation if, immediately after the loan would be made, the total amount of the obligations of the corporation would exceed 50 times the capital of the corporation. (b) For purposes of this section, the capital…

Sec. 23.068. LOAN LIMITS. (a) A loan limit shall be established at the $1,000 amount nearest to the amount computed in accordance with this section. (b) The total amount outstanding on loans made to a corporation by a member at any one time, when added to the amount of the invest…

Sec. 23.069. SURPLUS. (a) A corporation shall set apart as earned surplus not less than 10 percent of the corporation's net earnings each year until the surplus, with any unimpaired surplus paid in, is equal to one-half of the amount paid in on the shares then outstanding. The su…

Sec. 23.070. DEPOSITORY. (a) A corporation may deposit the corporation's funds in a banking institution that has been designated as a depository by a vote of the majority of the directors present at an authorized meeting of the board of directors of the corporation, excluding a d…

Sec. 23.071. ANNUAL REPORT; PROVISION OF REQUIRED INFORMATION. (a) A corporation shall annually make a report of its condition to the banking commissioner and the Texas Department of Insurance. (b) A corporation shall provide any information that is required by the secretary of s…

Sec. 23.101. FORMATION. (a) An institution or order, by resolution or other consent of its members, may incorporate under this subchapter if the institution or order is: (1) the grand lodge of Texas, Ancient, Free and Accepted Masons; (2) the Grand Royal Arch Chapter of Texas; (3…

Sec. 23.102. APPLICABILITY OF CHAPTER 22. If this subchapter does not contain any provision regarding a matter provided for in Chapter 22, to the extent consistent with this subchapter, Chapter 22 applies to a corporation formed under this subchapter. Acts 2003, 78th Leg., ch. 18…

Sec. 23.103. DURATION. A grand body that incorporates under this subchapter may provide in the grand body's certificate of formation for the expiration of its corporate powers at the end of a stated number of years. If the certificate of formation does not provide for the duratio…

Sec. 23.104. SUBORDINATE LODGES. (a) The incorporation of a grand body includes each of its subordinate lodges or bodies holding a warrant or charter under the grand body. (b) A subordinate body has all of the rights of other corporations under and by the name given to the grand …

Sec. 23.105. TRUSTEES AND DIRECTORS. A grand body and a subordinate of the grand body may elect trustees and directors or may appoint trustees or directors from among their officers. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 23.106. FRANCHISE TAXES. A corporation formed under this subchapter is not subject to or required to pay a franchise tax, except that a corporation is exempt from the franchise tax imposed by Chapter 171, Tax Code, only if the corporation is exempted by that chapter. Acts 20…

Sec. 23.107. GENERAL POWERS. A grand body and a subordinate of the grand body may take action as directed or provided by law in the case of other corporations and may make constitutions and bylaws to govern their affairs. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 23.108. AUTHORITY REGARDING PROPERTY. (a) A grand body or subordinate body may acquire and hold property as necessary or convenient for a site on which to erect a building for the use and occupancy of the body and to erect homes and schools for members' widows or orphans or …

Sec. 23.109. AUTHORITY REGARDING LOANS. (a) A grand body incorporated under this subchapter may: (1) loan money held and owned by the grand body for charitable purposes, for the endowment of any of the institutions of the grand body, or otherwise; and (2) secure loans by taking a…

Sec. 23.110. WINDING UP AND TERMINATION OF SUBORDINATE BODY. (a) On the winding up and termination of a subordinate body attached to a grand body, all property and rights existing in the subordinate body pass to and vest in the grand body to which it was attached, subject to the …

Sec. 101.001. DEFINITIONS. In this title: (1) "Company agreement" means any agreement, written, implied, or oral, of the members concerning the affairs or the conduct of the business of a limited liability company. A company agreement of a limited liability company having only on…

Sec. 101.002. APPLICABILITY OF OTHER LAWS. (a) Subject to Section 101.114, Sections 21.223, 21.224, 21.225, and 21.226 apply to a limited liability company and the company's members, owners, assignees, affiliates, and subscribers. (b) For purposes of the application of Subsection…

Sec. 101.051. CERTAIN PROVISIONS CONTAINED IN CERTIFICATE OF FORMATION. (a) A provision that may be included in the company agreement of a limited liability company may be included in the certificate of formation of the company as provided by Section 3.005(b). (b) A reference in …

Sec. 101.0515. EXECUTION OF FILINGS. (a) Unless otherwise provided by this title, a filing instrument of a limited liability company must be signed by an authorized officer, manager, or member of the limited liability company. (b) Unless otherwise provided by this title, a filing…

Sec. 101.052. COMPANY AGREEMENT. (a) Except as provided by Section 101.054, the company agreement of a limited liability company governs: (1) the relations among members, managers, and officers of the company, assignees of membership interests in the company, and the company itse…

Sec. 101.053. AMENDMENT OF COMPANY AGREEMENT. The company agreement of a limited liability company may be amended only if each member of the company consents to the amendment. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 101.054. WAIVER OR MODIFICATION OF CERTAIN STATUTORY PROVISIONS PROHIBITED; EXCEPTIONS. (a) Except as provided by this section, the following provisions may not be waived or modified in the company agreement of a limited liability company: (1) this section; (2) Section 101.1…

Sec. 101.055. IRREVOCABLE POWER OF ATTORNEY. (a) This section applies only to: (1) a power of attorney with respect to matters relating to the organization, internal affairs, or termination of a limited liability company; or (2) a power of attorney granted by: (A) a person as a m…

Sec. 101.056. RATIFICATION OF VOID OR VOIDABLE ACTS OR TRANSACTIONS. (a) Any act or transaction taken by or with respect to a limited liability company under this code or a company agreement that is void or voidable when taken may be ratified, and the failure to comply with any r…

Sec. 101.101. MEMBERS REQUIRED. (a) A limited liability company may have one or more members. Except as provided by this section, a limited liability company must have at least one member. (b) A limited liability company that has managers is not required to have any members durin…

Sec. 101.102. QUALIFICATION FOR MEMBERSHIP. (a) A person may be a member of or acquire a membership interest in a limited liability company unless the person lacks capacity apart from this code. (b) A person is not required, as a condition to becoming a member of or acquiring a m…