Tex. Business Organizations Code § 402.003
This is the official text of Tex. Business Organizations Code § 402.003, part of Texas’s Business Organizations Code — governs the formation and operation of corporations, LLCs, and partnerships.
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§ 402.003. EARLY ADOPTION OF CODE BY EXISTING DOMESTIC ENTITY.
Official statutory text
(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.
(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.
Status: in_force · Read it on the official government site
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