Tex. Bus. Orgs. Code § 402.003 · Chapter 402. MISCELLANEOUS AND TRANSITION PROVISIONS
EARLY ADOPTION OF CODE BY EXISTING DOMESTIC ENTITY.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(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 prior law and its governing documents, of an amendment to:
(A) its articles of incorporation, with respect to a corporation or cooperative association;
(B) its regulations, with respect to a limited liability company;
(C) its articles of association, with respect to a professional association;
(D) its declaration of trust, with respect to a real estate investment trust;
(E) its partnership agreement, with respect to a partnership; or
(F) its primary governing document, with respect to another type of domestic entity;
(2) if any of its governing documents, including its certificate of formation, do not comply with this code, complying with the procedures, under prior law and its governing documents, to amend the noncomplying governing documents to comply with this code, including filing with the filing officer in accordance with Chapter 4 a certificate of amendment to cause its certificate of formation to comply with this code; and
(3) if the domestic entity is a filing entity, filing with the filing officer in accordance with Chapter 4 a statement that the filing entity is electing to adopt this code.
(b) A domestic entity that elected to adopt and become subject to this code as provided by Subsection (a) is not considered to have failed to comply with Subsection (a)(2) because:
(1) the entity's governing documents do not state the type of entity formed; or
(2) a circumstance described by Section 402.0051 applies.
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. 139, eff. September 1, 2007.
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 59, eff. September 1, 2011.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.402.htm
- Text hash
- sha256 49d2cd189031624c9e8349c7450f92d0da032b644f8113674f46f9e9fd864df4
- 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.
Cited by 3 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 402.003. Each shows the citation as that text prints it.
Business Organizations Code
- Tex. Bus. Orgs. Code § 401.001DEFINITIONS.Printed as Section 402.003 or 402.004
- Tex. Bus. Orgs. Code § 402.005APPLICABILITY TO EXISTING ENTITIES.Printed as Section 402.003 | Section 402.003 or 402.004
- Tex. Bus. Orgs. Code § 402.013REINSTATEMENT OF ENTITIES CANCELED, REVOKED, DISSOLVED, INVOLUNTARILY DISSOLVED, SUSPENDED, OR FORFEITED UNDER PRIOR LAW.Printed as Section 402.003
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.