Tex. Bus. Orgs. Code § 22.103 · Subchapter C. FORMATION AND GOVERNING DOCUMENTS
INCONSISTENCY BETWEEN CERTIFICATE OF FORMATION AND BYLAW.
Verbatim from the official edition
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) A provision of a certificate of formation of a corporation that is inconsistent with a bylaw controls over the bylaw, except as provided by Subsection (b).
(b) A change in the number of directors by amendment to the bylaws controls over the number stated in the certificate of formation, unless the certificate of formation provides that a change in the number of directors may be made only by amendment to the certificate.
Notes and commentary — not statutory text
History
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.22.htm
- Text hash
- sha256 39e8102258c5ac0e2c287ffe96f48e0d76f38fcdb9c1c2cfb31bf60f2326c523
- Composed by
- compose_tx.py 2026-10-05: the Legislative Council's chapter files read in document order; verify_tx.py's independent reading (lxml DOM walk) agrees character for character
Procedural information only. Not legal advice and not a substitute for the advice of an attorney. Confirm the current text with the official publisher before relying on it.