Tex. Bus. Orgs. Code § 3.008 · Subchapter A. FORMATION, EXISTENCE, AND CERTIFICATE OF FORMATION
SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF CLOSE CORPORATION.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) In addition to a provision required or permitted to be stated in the certificate of formation of a for-profit or professional corporation under Section 3.007, the certificate of formation of a close corporation, whether original, amended, or restated, must include the sentence, "This corporation is a close corporation."
(b) The certificate of formation of the close corporation may contain:
(1) a provision contained or permitted to be contained in a shareholders' agreement conforming to Subchapter O, Chapter 21, that the organizers elect to include in the certificate of formation; or
(2) a copy of a shareholders' agreement that conforms to Subchapter O, Chapter 21, and that may be filed in the manner provided by Section 21.212.
(c) A provision contained in the certificate of formation under Subsection (b) must be preceded by a statement that the provision is subject to the corporation remaining a close corporation.
Notes and commentary — not statutory text
History
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 11, eff. September 1, 2007.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.3.htm
- Text hash
- sha256 175b5ce7e8e4b1278b60c7cd2fbf8517a4e130246bdb431984e8e6eb637ee284
- 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
This section cites
Provisions in this library that the text above cites, as it prints each citation. A range cited as “ss. 61.13-61.16” links its first and last provisions.
Business Organizations Code
- Tex. Bus. Orgs. Code § 3.007SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF FOR-PROFIT OR PROFESSIONAL CORPORATION.Printed as Section 3.007
- Tex. Bus. Orgs. Code § 21.212BYLAW OR AGREEMENT RESTRICTING TRANSFER OF SHARES OR OTHER SECURITIES.Printed as Section 21.212
- Tex. Bus. Orgs. Code ch. 21, subch. OCLOSE CORPORATIONPrinted as Subchapter O, Chapter 21
Cited by 2 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 3.008. Each shows the citation as that text prints it.
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