Tex. Bus. Orgs. Code § 402.005 · Chapter 402. MISCELLANEOUS AND TRANSITION PROVISIONS
APPLICABILITY TO EXISTING ENTITIES.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(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 actions specified by Section 402.003 or 402.004 to elect to adopt this code:
(1) this code applies to the entity and all actions taken by the managerial officials, owners, or members of the entity, except as otherwise expressly provided by this title;
(2) if the entity is a domestic or foreign filing entity, the entity is not considered to have failed to comply with this code if the entity's certificate of formation or application for registration, as appropriate, does not comply with this code;
(3) if the entity is a domestic filing entity, the entity shall conform its certificate of formation to the requirements of this code when it next files an amendment to its certificate of formation; and
(4) if the entity is a foreign filing entity, the entity shall conform its application for registration to the requirements of this code when it next files an amendment to its application for registration.
(b) On or after January 1, 2010, and to the extent provided in Subchapter A, Chapter 23, this code applies to a corporation created under a special statute of this state outside this code before January 1, 2006. The corporation, if its certificate of formation, or equivalent governing document, is filed with the secretary of state, may elect for this code to apply to the corporation at any time on or after January 1, 2006, and prior to January 1, 2010, to the extent provided in Subchapter A, Chapter 23, by filing a statement and taking other actions in a manner similar to a domestic filing entity under Section 402.003.
(c) A domestic or foreign filing entity is not considered to have failed to comply with Subsection (a)(3) or (4) because:
(1) the certificate of formation does not state the type of entity formed;
(2) the application for registration or any amendment to the registration:
(A) does not state the entity's type; or
(B) does not include the appointment of the secretary of state as agent for service of process, notice, or demand under the circumstances provided by Section 5.251; or
(3) 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 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 102, eff. January 1, 2006.
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 59, eff. September 1, 2009.
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 61, 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 4b388a138b061ca7d493289cc785fb3155d0b846080c733ecfdbce28990c067c
- 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 § 5.251FAILURE TO DESIGNATE REGISTERED AGENT.Printed as Section 5.251
- Tex. Bus. Orgs. Code ch. 23, subch. AGENERAL PROVISIONSPrinted as Subchapter A, Chapter 23
- Tex. Bus. Orgs. Code § 402.003EARLY ADOPTION OF CODE BY EXISTING DOMESTIC ENTITY.Printed as Section 402.003 | Section 402.003 or 402.004
- Tex. Bus. Orgs. Code § 402.004EARLY ADOPTION OF CODE BY REGISTERED FOREIGN FILING ENTITY.Printed as Section 402.003 or 402.004
- Tex. Bus. Orgs. Code § 402.0051EFFECT OF REFERENCES TO PRIOR LAW AND USE OF SYNONYMOUS TERMS.Printed as Section 402.0051
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.