BUSINESS ORGANIZATIONS CODE
TITLE 1. GENERAL PROVISIONS
CHAPTER 1. DEFINITIONS AND OTHER GENERAL PROVISIONS
SUBCHAPTER A. DEFINITIONS AND PURPOSE
§ 1.001. PURPOSE. The purpose of this code is to make
the law encompassed by this code more accessible and understandable
by:
(1) rearranging the statutes into a more logical
order;
(2) employing a format and numbering system designed
to facilitate citation of the law and to accommodate future
expansion of the law;
(3) eliminating repealed, duplicative, expired,
executed, and other ineffective provisions; and
(4) restating the law in modern American English to
the greatest extent possible.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 1.002. DEFINITIONS. In this code:
(1) "Affiliate" means a person who controls, is
controlled by, or is under common control with another person.
(2) "Associate," when used to indicate a relationship
with a person, means:
(A) a domestic or foreign entity or organization
for which the person:
(i) is an officer or governing person; or
(ii) beneficially owns, directly or
indirectly, either individually or through an affiliate, 10 percent
or more of a class of voting ownership interests or similar
securities of the entity or organization;
(B) a trust or estate in which the person has a
substantial beneficial interest or for which the person serves as
trustee or in a similar fiduciary capacity;
(C) the person's spouse or a relative of the
person related by consanguinity or affinity who resides with the
person; or
(D) a governing person or an affiliate or officer
of the person.
(3) "Association" means an entity governed as an
association under Title 6 or 7. The term includes a cooperative
association, nonprofit association, and professional association.
(4) "Assumed name" means a name adopted for use by a
person. The term includes an assumed name filed under Chapter 36,
Business & Commerce Code.
(5) "Business" means a trade, occupation, profession,
or other commercial activity.
(6) "Certificate of formation" means:
(A) the document required to be filed with the
filing officer under Chapter 3 to form a filing entity; and
(B) if appropriate, a restated certificate of
formation and all amendments of an original or restated certificate
of formation.
(7) "Certificated ownership interest" means an
ownership interest of a domestic entity represented by a
certificate issued in bearer or registered form.
(8) "Close corporation" means a for-profit
corporation that elects to be governed as a close corporation in
accordance with Subchapter O, Chapter 21.
(9) "Contribution" means a tangible or intangible
benefit that a person transfers to an entity in consideration for an
ownership interest in the entity or otherwise in the person's
capacity as an owner or a member. The benefit includes cash,
services rendered, a contract for services to be performed, a
promissory note or other obligation of a person to pay cash or
transfer property to the entity, or securities or other interests
in or obligations of an entity, but does not include cash or
property received by the entity:
(A) with respect to a promissory note or other
obligation to the extent that the agreed value of the note or
obligation has previously been included as a contribution; or
(B) that the person intends to be a loan to the
entity.
(10) "Conversion" means:
(A) the continuance of a domestic entity as a
foreign entity of any type;
(B) the continuance of a foreign entity as a
domestic entity of any type; or
(C) the continuance of a domestic entity of one
type as a domestic entity of another type.
(11) "Converted entity" means an entity resulting from
a conversion.
(12) "Converting entity" means an entity as the entity
existed before the entity's conversion.
(13) "Cooperative" or "cooperative association" means
an association governed as a cooperative association under Chapter
251.
(14) "Corporation" means an entity governed as a
corporation under Title 2 or 7. The term includes a for-profit
corporation, nonprofit corporation, and professional corporation.
(15) "Debtor in bankruptcy" means a person who is the
subject of:
(A) an order for relief under the United States
bankruptcy laws (Title 11, United States Code); or
(B) a comparable order under a:
(i) successor statute of general
applicability; or
(ii) federal or state law governing
insolvency.
(16) "Director" means an individual who serves on the
board of directors of a foreign or domestic corporation.
(17) "Domestic" means, with respect to an entity, that
the entity is formed under this code or the entity's internal
affairs are governed by this code.
(18) "Domestic entity" means an organization formed
under or he internal affairs of which are governed by this code.
(19) ""Domestic entity subject to dissenters' rights"
means a domestic entity the owners of which have rights of dissent
and appraisal under this code or the governing documents of the
entity.
(20) "Effective date of this code" means January 1,
2006. The applicability of this code is governed by Title 8.
(21) "Entity" means a domestic entity or foreign
entity.
(22) "Filing entity" means a domestic entity that is a
corporation, limited partnership, limited liability company,
professional association, cooperative, or real estate investment
trust.
(23) "Filing instrument" means an instrument,
document, or statement that is required or authorized by this code
to be filed by or for an entity with the filing officer in
accordance with Chapter 4.
(24) "Filing officer" means:
(A) with respect to an entity other than a
domestic real estate investment trust, the secretary of state; or
(B) with respect to a domestic real estate
investment trust, the county clerk of the county in which the real
estate investment trust's principal office is located in this
state.
(25) "For-profit corporation" means a corporation
governed as a for-profit corporation under Chapter 21.
(26) "For-profit entity" means an entity other than a
nonprofit entity.
(27) "Foreign" means, with respect to an entity, that
the entity is formed under, and the entity's internal affairs are
governed by, the laws of a jurisdiction other than this state.
(28) "Foreign entity" means an organization formed
under, and the internal affairs of which are governed by, the laws
of a jurisdiction other than this state.
(29) "Foreign filing entity" means a foreign entity
that registers or is required to register as a foreign entity under
Chapter 9.
(30) "Foreign governmental authority" means a
governmental official, agency, or instrumentality of a
jurisdiction other than this state.
(31) "Foreign nonfiling entity" means a foreign entity
that is not a foreign filing entity.
(32) "Fundamental business transaction" means a
merger, interest exchange, conversion, or sale of all or
substantially all of an entity's assets.
(33) "General partner" means:
(A) each partner in a general partnership; or
(B) a person who is admitted to a limited
partnership as a general partner in accordance with the governing
documents of the limited partnership.
(34) "General partnership" means a partnership
governed as a general partnership under Chapter 152. The term
includes a limited liability partnership.
(35)(A) "Governing authority" means a person or group
of persons who are entitled to manage and direct the affairs of an
entity under this code and the governing documents of the entity,
except that if the governing documents of the entity or this code
divide the authority to manage and direct the affairs of the entity
among different persons or groups of persons according to different
matters, "governing authority" means the person or group of persons
entitled to manage and direct the affairs of the entity with respect
to a matter under the governing documents of the entity or this
code. The term includes:
(i) the board of directors of a corporation
or other persons authorized to perform the functions of the board of
directors of a corporation;
(ii) the general partners of a general
partnership or limited partnership;
(iii) the managers of a limited liability
company that is managed by managers;
(iv) the members of a limited liability
company that is managed by members who are entitled to manage the
company;
(v) the board of directors of a cooperative
association; and
(vi) the trust managers of a real estate
investment trust.
(B) The term does not include an officer who is
acting in the capacity of an officer.
(36) "Governing documents" means:
(A) in the case of a domestic entity:
(i) the certificate of formation for a
domestic filing entity or the document or agreement under which a
domestic nonfiling entity is formed; and
(ii) the other documents or agreements
adopted by the entity under this code to govern the formation or the
internal affairs of the entity; or
(B) in the case of a foreign entity, the
instruments, documents, or agreements adopted under the law of its
jurisdiction of formation to govern the formation or the internal
affairs of the entity.
(37) "Governing person" means a person serving as part
of the governing authority of an entity.
(38) "Individual" means a natural person.
(39) "Insolvency" means the inability of a person to
pay the person's debts as they become due in the usual course of
business or affairs.
(40) "Insolvent" means a person who is unable to pay
the person's debts as they become due in the usual course of
business or affairs.
(41) "Interest exchange" means the acquisition of an
ownership or membership interest in a domestic entity as provided
by Subchapter B, Chapter 10. The term does not include a merger or
conversion.
(42) "Internal Revenue Code" means the Internal
Revenue Code of 1986, as amended. The term includes corresponding
provisions of subsequent federal tax laws.
(43) "Jurisdiction of formation" means:
(A) in the case of a domestic filing entity, this
state;
(B) in the case of a foreign filing entity, the
jurisdiction in which the entity's certificate of formation or
similar organizational instrument is filed; or
(C) in the case of a foreign or domestic
nonfiling entity:
(i) the jurisdiction the laws of which are
chosen in the entity's governing documents to govern its internal
affairs if that jurisdiction bears a reasonable relation to the
owners or members or to the domestic or foreign nonfiling entity's
business and affairs under the principles of this state that
otherwise would apply to a contract among the owners or members; or
(ii) if Subparagraph (i) does not apply,
the jurisdiction in which the entity has its chief executive
office.
(44) "Law" means, unless the context requires
otherwise, both statutory and common law.
(45) "License" means a license, certificate of
registration, or other legal authorization.
(46) "Limited liability company" means an entity
governed as a limited liability company under Title 3 or 7. The
term includes a professional limited liability company.
(47) "Limited liability limited partnership" means a
partnership governed as a limited liability partnership and a
limited partnership under Title 4.
(48) "Limited liability partnership" means a
partnership governed as a limited liability partnership under Title
4.
(49) "Limited partner" means a person who has been
admitted to a limited partnership as a limited partner as provided
by:
(A) in the case of a domestic limited
partnership, Chapter 153; or
(B) in the case of a foreign limited partnership,
the laws of its jurisdiction of formation.
(50) "Limited partnership" means a partnership
governed as a limited partnership under Title 4. The term includes
a limited liability limited partnership.
(51) "Manager" means a person designated as a manager
of a limited liability company that is not managed by members of the
company.
(52) "Managerial official" means an officer or a
governing person.
(53) "Member" means:
(A) in the case of a limited liability company, a
person who is a member or has been admitted as a member in the
limited liability company under its governing documents;
(B) in the case of a nonprofit corporation, a
person who has membership rights in the nonprofit corporation under
its governing documents;
(C) in the case of a cooperative association, a
member of a nonshare or share association;
(D) in the case of a nonprofit association, a
person who has membership rights in the nonprofit association under
its governing documents; or
(E) in the case of a professional association, a
person who has membership rights in the professional association
under its governing documents.
(54) "Membership interest" means a member's interest
in an entity. With respect to a limited liability company, the term
includes a member's share of profits and losses or similar items and
the right to receive distributions, but does not include a member's
right to participate in management.
(55) "Merger" means:
(A) the division of a domestic entity into two or
more new domestic entities or other organizations or into a
surviving domestic entity and one or more new domestic or foreign
entities or non-code organizations; or
(B) the combination of one or more domestic
entities with one or more domestic entities or non-code
organizations resulting in:
(i) one or more surviving domestic entities
or non-code organizations;
(ii) the creation of one or more new
domestic entities or non-code organizations; or
(iii) one or more surviving domestic
entities or non-code organizations and the creation of one or more
new domestic entities or non-code organizations.
(56) "Non-code organization" means an organization
other than a domestic entity.
(57) "Nonfiling entity" means a domestic entity that
is not a filing entity. The term includes a domestic general
partnership and nonprofit association.
(58) "Nonprofit association" means an association
governed as a nonprofit association under Chapter 252.
(59) "Nonprofit corporation" means a corporation
governed as a nonprofit corporation under Chapter 22.
(60) "Nonprofit entity" means an entity that is a
nonprofit corporation, nonprofit association, or other entity that
is organized solely for one or more of the purposes specified by
Section 2.002.
(61) "Officer" means an individual elected,
appointed, or designated as an officer of an entity by the entity's
governing authority or under the entity's governing documents.
(62) "Organization" means a corporation, limited or
general partnership, limited liability company, business trust,
real estate investment trust, joint venture, joint stock company,
cooperative, association, bank, insurance company, credit union,
savings and loan association, or other organization, regardless of
whether the organization is for-profit, nonprofit, domestic, or
foreign.
(63) "Owner," for purposes of Title 1, 7, or 8, means:
(A) with respect to a foreign or domestic
for-profit corporation or real estate investment trust, a
shareholder;
(B) with respect to a foreign or domestic
partnership, a partner;
(C) with respect to a foreign or domestic limited
liability company or professional association, a member; or
(D) with respect to another foreign or domestic
entity, an owner of an equity interest in that entity.
(64) "Ownership interest" means an owner's interest in
an entity. The term includes the owner's share of profits and
losses or similar items and the right to receive distributions. The
term does not include an owner's right to participate in
management.
(65) "Parent" means an organization that, directly or
indirectly through or with one or more of its subsidiaries:
(A) owns at least 50 percent of the outstanding
ownership or membership interests of another organization; or
(B) possesses at least 50 percent of the voting
power of the owners or members of another organization.
(66) "Partner" means a limited partner or general
partner.
(67) "Partnership" means an entity governed as a
partnership under Title 4.
(68) "Partnership interest" means a partner's interest
in a partnership. The term includes the partner's share of profits
and losses or similar items and the right to receive distributions.
The term does not include a partner's right to participate in
management.
(69) "Party to the merger" means a domestic entity or
non-code organization that under a plan of merger is divided or
combined by a merger. The term does not include a domestic entity
or non-code organization that is not to be divided or combined into
or with one or more domestic entities or non-code organizations,
regardless of whether ownership interest of the entity are to be
issued under the plan of merger.
(70) "President" means the:
(A) individual designated as president of an
entity under the entity's governing documents; or
(B) officer or committee of persons authorized to
perform the functions of the principal executive officer of an
entity without regard to the designated name of the officer or
committee.
(71) "Professional association" has the meaning
assigned by Section 301.003.
(72) "Professional corporation" has the meaning
assigned by Section 301.003.
(73) "Professional entity" has the meaning assigned by
Section 301.003.
(74) "Professional individual" has the meaning
assigned by Section 301.003.
(75) "Professional limited liability company" has the
meaning assigned by Section 301.003.
(76) "Professional service" has the meaning assigned
by Section 301.003.
(77) "Property" includes tangible and intangible
property and an interest in that property.
(78) "Real estate investment trust" means an entity
governed as a real estate investment trust under Title 5.
(79) "Secretary" means the:
(A) individual designated as secretary of an
entity under the entity's governing documents; or
(B) officer or committee of persons authorized to
perform the functions of secretary of an entity without regard to
the designated name of the officer or committee.
(80) "Share" means a unit into which the ownership
interest in a for-profit corporation, professional corporation,
real estate investment trust, or professional association is
divided, regardless of whether the share is certificated or
uncertificated.
(81) "Shareholder" or "holder of shares" means the
person in whose name shares issued by a for-profit corporation,
professional corporation, or real estate investment trust are
registered in the share transfer records maintained by the
for-profit corporation, professional corporation, or real estate
investment trust.
(82) "Signature" means any symbol executed or adopted
by a person with present intention to authenticate a writing.
Unless the context requires otherwise, the term includes a digital
signature, an electronic signature, and a facsimile of a signature.
(83) "Subscriber" means a person who agrees with or
makes an offer to an entity to purchase by subscription an ownership
interest in the entity.
(84) "Subscription" means an agreement between a
subscriber and an entity, or a written offer made by a subscriber to
an entity before or after the entity's formation, in which the
subscriber agrees or offers to purchase a specified ownership
interest in the entity.
(85) "Subsidiary" means an organization for which
another organization, either directly or indirectly through or with
one or more of its other subsidiaries:
(A) owns at least 50 percent of the outstanding
ownership or membership interests of the organization; or
(B) possesses at least 50 percent of the voting
power of the owners or members of the organization.
(86) "Treasurer" means the:
(A) individual designated as treasurer of an
entity under the entity's governing documents; or
(B) officer or committee of persons authorized to
perform the functions of treasurer of an entity without regard to
the designated name of the officer or committee.
(87) "Uncertificated ownership interest" means an
ownership interest in a domestic entity that is not represented by
an instrument and is transferred by:
(A) amendment of the governing documents of the
entity; or
(B) registration on books maintained by or on
behalf of the entity for the purpose of registering transfers of
ownership interests.
(88) "Vice president" means the:
(A) individual designated as vice president of an
entity under the governing documents of the entity; or
(B) officer or committee of persons authorized to
perform the functions of the president of the entity on the death,
absence, or resignation of the president or on the inability of the
president to perform the functions of office without regard to the
designated name of the officer or committee.
(89) "Writing" or "written" means an expression of
words, letters, characters, numbers, symbols, figures, or other
textual information that is inscribed on a tangible medium or that
is stored in an electronic or other medium that is retrievable in a
perceivable form. Unless the context requires otherwise, the term:
(A) includes stored or transmitted electronic
data and transmissions and reproductions of writings; and
(B) does not include sound or video recordings of
speech other than transcriptions that are otherwise writings.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 1.003. DISINTERESTED PERSON. (a) For purposes of
this code, a person is disinterested with respect to the approval of
a contract, transaction, or other matter, or to the consideration
of the disposition of a claim or challenge relating to a contract,
transaction, or particular conduct, if the person or the person's
associate:
(1) is not a party to the contract or transaction or
materially involved in the conduct that is the subject of the claim
or challenge; and
(2) does not have a material financial interest in the
outcome of the contract or transaction or the disposition of the
claim or challenge.
(b) For purposes of Subsection (a), a person is not
materially involved in a contract or transaction that is the
subject of a claim or challenge and does not have a material
financial interest in the outcome of a contract or transaction or
the disposition of a claim or challenge solely because:
(1) the person was nominated or elected as a governing
person by a person who is:
(A) interested in the contract or transaction;
or
(B) alleged to have engaged in the conduct that
is the subject of the claim or challenge;
(2) the person receives normal fees or customary
compensation, reimbursement for expenses, or benefits as a
governing person of the entity;
(3) the person has a direct or indirect equity
interest in the entity;
(4) the entity has, or its subsidiaries have, an
interest in the contract or transaction or was affected by the
alleged conduct;
(5) the person or an associate of the person receives
ordinary and reasonable compensation for reviewing, making
recommendations regarding, or deciding on the disposition of the
claim or challenge; or
(6) in the case of a review by the person of the
alleged conduct that is the subject of the claim or challenge:
(A) the person is named as a defendant in the
derivative proceeding regarding the matter or as a person who
engaged in the alleged conduct; or
(B) the person, acting as a governing person,
approved, voted for, or acquiesced in the act being challenged if
the act did not result in a material personal or financial benefit
to the person and the challenging party fails to allege particular
facts that, if true, raise a significant prospect that the
governing person would be held liable to the entity or its owners or
members as a result of the conduct.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 1.004. INDEPENDENT PERSON. (a) For purposes of this
code, a person is independent with respect to considering the
disposition of a claim or challenge regarding a contract or
transaction, or particular or alleged conduct, if the person:
(1) is disinterested;
(2) either:
(A) is not an associate, or member of the
immediate family, of a party to the contract or transaction or of a
person who is alleged to have engaged in the conduct that is the
subject of the claim or challenge; or
(B) is an associate to a party or person
described by Paragraph (A) that is an entity if the person is an
associate solely because the person is a governing person of the
entity or of the entity's subsidiaries or associates;
(3) does not have a business, financial, or familial
relationship with a party to the contract or transaction, or with
another person who is alleged to have engaged in the conduct, that
is the subject of the claim or challenge that could reasonably be
expected to materially and adversely affect the judgment of the
person in favor of the party or other person with respect to the
consideration of the matter; and
(4) is not shown, by a preponderance of the evidence,
to be under the controlling influence of a party to the contract or
transaction that is the subject of the claim or challenge or of a
person who is alleged to have engaged in the conduct that is the
subject of the claim or challenge.
(b) For purposes of Subsection (a), a person does not have a
relationship that could reasonably be expected to materially and
adversely affect the judgment of the person regarding the
disposition of a matter that is the subject of a claim or challenge
and is not otherwise under the controlling influence of a party to a
contract or transaction that is the subject of a claim or challenge
or that is alleged to have engaged in the conduct that is the
subject of a claim or challenge solely because:
(1) the person has been nominated or elected as a
governing person by a person who is interested in the contract or
transaction or alleged to be engaged in the conduct that is the
subject of the claim or challenge;
(2) the person receives normal fees or similar
customary compensation, reimbursement for expenses, or benefits as
a governing person of the entity;
(3) the person has a direct or indirect equity
interest in the entity;
(4) the entity has, or its subsidiaries have, an
interest in the contract or transaction or was affected by the
alleged conduct;
(5) the person or an associate of the person receives
ordinary and reasonable compensation for reviewing, making
recommendations regarding, or deciding on the disposition of the
claim or challenge; or
(6) the person, an associate of the person, other than
the entity or its associates, or an immediate family member has a
continuing business relationship with the entity that is not
material to the person, associate, or family member.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 1.005. CONSPICUOUS INFORMATION. In this code,
required information is conspicuous if the information is placed in
a manner or displayed using a font that provides or should provide
notice to a reasonable person affected by the information.
Required information in a document is conspicuous if the font used
for the information is capitalized, boldfaced, italicized, or
underlined or is larger or of a different color than the remainder
of the document.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 1.006. SYNONYMOUS TERMS. To the extent not
inconsistent with the provisions of the constitution and other
statutes or codes wherein such terms may be found, and as the
context requires, in this code or any other statute or code of this
state:
(1) a reference to "articles of incorporation,"
"articles of organization," "articles of association,"
"certificate of limited partnership," and "charter" includes a
"certificate of formation";
(2) a reference to "authorized capital stock" includes
"authorized shares";
(3) a reference to "capital stock" includes
"authorized and issued shares," "issued share," and "stated
capital";
(4) a reference to a "certificate of registration,"
"certificate of authority," and "permit to do business" includes
"registration";
(5) a reference to "stock" and "shares of stock"
includes "shares";
(6) a reference to "stockholder" includes
"shareholder";
(7) a reference to "no par stock" includes "shares
without par value"; and
(8) a reference to "paid-up capital" includes "stated
capital."
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 1.007. SIGNING OF DOCUMENT OR OTHER WRITING. For
purposes of this code, a writing has been signed by a person when
the writing includes the person's signature. A transmission or
reproduction of a writing signed by a person is considered signed by
that person for purposes of this code.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 1.008. SHORT TITLES. (a) The provisions of this code
as described by this section may be cited as provided by this
section.
(b) The provisions of Title 2 and the provisions of Title 1
to the extent applicable to corporations may be cited as the "Texas
Corporation Law."
(c) The provisions of Chapters 20 and 21 and the provisions
of Title 1 to the extent applicable to for-profit corporations may
be cited as the "Texas For-Profit Corporation Law."
(d) The provisions of Chapters 20 and 22 and the provisions
of Title 1 to the extent applicable to nonprofit corporations may be
cited as the "Texas Nonprofit Corporation Law."
(e) The provisions of Title 3 and the provisions of Title 1
to the extent applicable to limited liability companies may be
cited as the "Texas Limited Liability Company Law."
(f) The provisions of Chapters 151, 152, and 154 and the
provisions of Title 1 to the extent applicable to general
partnerships may be cited as the "Texas General Partnership Law."
(g) The provisions of Chapters 151, 153, and 154 and the
provisions of Title 1 to the extent applicable to limited
partnerships may be cited as the "Texas Limited Partnership Law."
(h) The provisions of Title 5 and the provisions of Title 1
to the extent applicable to real estate investment trusts may be
cited as the "Texas Real Estate Investment Trust Law."
(i) The provisions of Chapter 251 and the provisions of
Title 1 to the extent applicable to cooperative associations may be
cited as the "Texas Cooperative Association Law."
(j) The provisions of Title 7 and the provisions of Titles
1, 2, and 3 to the extent applicable to professional entities may be
cited as the "Texas Professional Entities Law."
(k) The provisions of Chapter 252 may be cited as the
"Uniform Unincorporated Nonprofit Association Act."
(l) The provisions of Chapters 301 and 302 and the
provisions of Chapters 20 and 21 and Title 1 to the extent
applicable to professional associations may be cited as the "Texas
Professional Association Law."
(m) The provisions of Chapters 301 and 303 and the
provisions of Chapters 20 and 21 and Title 1 to the extent
applicable to professional corporations may be cited as the "Texas
Professional Corporation Law."
(n) The provisions of Chapters 301 and 304 and the
provisions of Titles 1 and 3 to the extent applicable to
professional limited liability companies may be cited as the "Texas
Professional Limited Liability Company Law."
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 1.009. DOLLARS AS MONETARY UNITS. Unless the context
requires otherwise, a value or amount that is required by this code
to be stated in monetary terms must be stated in United States
dollars. Currency that is not specified is considered to be in
United States dollars.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
SUBCHAPTER B. CODE CONSTRUCTION
§ 1.051. CONSTRUCTION OF CODE. Chapter 311, Government
Code (Code Construction Act), applies to the construction of each
provision in this code except as otherwise expressly provided by
this code.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 1.052. REFERENCE IN LAW TO STATUTE REVISED BY CODE. A
reference in a law to a statute or a part of a statute revised by
this code is considered to be a reference to the part of this code
that revises that statute or part of that statute.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 1.053. APPLICABILITY TO FOREIGN AND INTERSTATE
AFFAIRS. This code applies to the conduct of affairs with foreign
countries and the other states of the United States only to the
extent permitted under the United States Constitution.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 1.054. RESERVATION OF POWER. The legislature at all
times has the power to amend, repeal, or modify this code and to
prescribe regulations, provisions, and limitations as the
legislature considers advisable. The regulations, provisions, and
limitations are binding on any entity subject to this code.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
SUBCHAPTER C. DETERMINATION OF APPLICABLE LAW
§ 1.101. DOMESTIC FILING ENTITIES. The law of this
state governs the formation and internal affairs of an entity if the
entity's formation occurs when a certificate of formation filed in
accordance with Chapter 4 takes effect.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 1.102. FOREIGN FILING ENTITIES. If the formation of
an entity occurs when a certificate of formation or similar
instrument filed with a foreign governmental authority takes
effect, the law of the state or other jurisdiction in which that
foreign governmental authority is located governs the formation and
internal affairs of the entity.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 1.103. ENTITIES NOT FORMED BY FILING INSTRUMENT. If
the formation of an entity does not occur when a certificate of
formation or similar instrument filed with the secretary of state
or with a foreign governmental authority takes effect, the law
governing the entity's formation and internal affairs is the law of
the entity's jurisdiction of formation.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 1.104. LAW APPLICABLE TO LIABILITY. The law of the
jurisdiction that governs an entity as determined under Sections
1.101-1.103 applies to the liability of an owner, a member, or a
managerial official of the entity in the capacity as an owner, a
member, or a managerial official for an obligation, including a
debt or other liability, of the entity for which the owner, member,
or managerial official is not otherwise liable by contract or under
provisions of law other than this code.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 1.105. INTERNAL AFFAIRS. For purposes of this code,
the internal affairs of an entity include:
(1) the rights, powers, and duties of its governing
authority, governing persons, officers, owners, and members; and
(2) matters relating to its membership or ownership
interests.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
§ 1.106. ORDER OF PRECEDENCE. (a) This title applies
to all domestic entities and foreign entities to the extent
provided by this title.
(b) Each title of this code, other than this title, applies
to a different type of entity to the extent provided by that title.
(c) If a provision of this title conflicts with a provision
in another title of this code, the provision of the other title
supersedes the provision of this title.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
