VERNON'S TEXAS CIVIL STATUTES
TITLE 32. CORPORATIONS
CHAPTER 1. TEXAS MISCELLANEOUS CORPORATION LAWS ACT
Art. 1302-1.01. Short Title, Captions, Parts, Articles, Sections,
Subsections, and Paragraphs
A. This Act shall be known and may be cited as the "Texas
Miscellaneous Corporation Laws Act."
B. The division of this Act into Parts, Articles, Sections,
Subsections and Paragraphs and the use of captions in connection
therewith are solely for convenience and shall have no legal effect
in construing the provisions of this Act.
C. This Act has been organized and subdivided in the following
manner:
(1) The Act is divided into Parts, containing groups of related
Articles. Parts are numbered consecutively with cardinal numbers.
(2) The Act is also divided into Articles, numbered consecutively
with Arabic numerals.
(3) Articles are divided into Sections. The Sections within each
Article are numbered consecutively with capital letters.
(4) Sections are divided into Subsections. The Subsections within
each Section are numbered consecutively with Arabic numerals
enclosed in parentheses.
(5) Subsections are divided into paragraphs. The Paragraphs within
each Subsection are numbered consecutively with lower case letters
enclosed in parentheses.
Acts 1961, 57th Leg., p. 408, ch. 205, Sec. 1.
Art. 1302-1.02. Synonymous Terms
A. Whether used in this Act or in other Acts and statutes applicable
to private corporations:
(1) "Charter" has the same meaning as "articles of incorporation."
(2) "Paid-up capital" has the same meaning as "stated capital."
(3) "Capital stock" may mean, depending on the context, "stated
capital," "authorized shares," "authorized and issued shares," or
"issued shares."
(4) "Permit to do business" and "certificate of authority" have the
same meaning.
(5) "Stockholder" and "shareholder" have the same meaning.
(6) "Stock" and "shares of stock" have the same meaning as "shares."
(7) "Authorized capital stock" has the same meaning as "authorized
shares."
(8) "No par shares" means the same as "shares without par value."
Acts 1961, 57th Leg., p. 408, ch. 205, Sec. 1.
Art. 1302-1.03. Applicability of Business Corporation Act, Texas
Non-Profit Corporation Act, and this Act
A. All corporations shall, to the extent not inconsistent with any
special statute pertaining to a particular corporation, be governed
(1) by the Texas Business Corporation Act, as amended, if organized
for profit, and
(2) by the Texas Non-Profit Corporation Act, as amended, if
organized not for profit.
B. Except to the extent that any provisions of this Act are
expressly made inapplicable by any provision of the Texas Business
Corporation Act, the Texas Non-Profit Corporation Act, or any
special Statute of this State pertaining to a particular type of
corporation, this Act shall govern (1) all domestic corporations,
including without limitation those corporations heretofore or
hereafter organized under any Statute of the State, and (2) only to
the extent expressly provided in this Act, all foreign
corporations, including without limitation those corporations
heretofore or hereafter granted a permit to do business under any
Statute of the State.
Acts 1961, 57th Leg., p. 408, ch. 205, Sec. 1. Amended by Acts 1989,
71st Leg., ch. 801, Sec. 49, eff. Aug. 28, 1989.
Art. 1302-2.05. Bonds, Debentures and Other Evidence of
Indebtedness; Manner of Issuance; Facsimile Signatures and Seal
A. Where any private corporation organized under the laws of this
State hereafter issues any bond, debenture, or other evidence of
indebtedness, the seal of the corporation thereon may be facsimile,
engraved, or printed, and where any such bond, debenture, or other
evidence of indebtedness is authenticated with the manual signature
of any authorized officer of the corporation or other trustee
appointed or named by an indenture of trust or other agreement under
which such security is issued, the signature of any of the
corporation's officers authorized to execute such security may be
facsimile. In case any officer who signed, or whose facsimile
signature has been used on any such bond, debenture, or other
evidence of indebtedness shall cease to be an officer of the
corporation for any reason before the same has been delivered by the
corporation, such bond, debenture, or other evidence of
indebtedness may nevertheless be adopted by the corporation and
issued and delivered as though the person who signed it or whose
facsimile signature has been used thereon had not ceased to be such
officer.
Acts 1961, 57th Leg., p. 408, ch. 205, Sec. 1.
Art. 1302-2.06. Consideration for Indebtedness; Guaranties
A. A corporation may incur indebtedness for such consideration as
it may deem appropriate, including, without limitation, cash, real
property, personal property, intangible property, contracts to
receive real, personal, or intangible property, debt and other
obligations of the corporation or any other domestic or foreign
corporation, person, or other entity, services performed,
contracts for services to be performed, debt or equity securities
of the corporation or of any other domestic or foreign corporation,
person, or other entity, and any direct or indirect benefit
realized by the corporation. Such consideration may be received
either directly or indirectly, including by direct or indirect
wholly owned or partially owned domestic or foreign corporations or
other entities. In addition, a corporation may issue and incur
indebtedness without the receipt of any consideration by reason of
the authorization or payment of a distribution . In the absence of
fraud in the transaction, the judgment of the Board of Directors or
the shareholders, as the case may be, as to the value, type, and
sufficiency of the consideration received for any such indebtedness
shall be conclusive.
B. Any corporation shall have the power and authority to make a
guaranty if the guaranty reasonably may be expected to benefit,
directly or indirectly, the guarantor corporation. For purposes of
this section, "guaranty" means a guaranty, mortgage, pledge,
security agreement, or other agreement making the guarantor
corporation or its assets responsible respecting the contracts,
securities, or other obligations of any person (including, but not
limited to, any domestic or foreign corporation, person, or other
entity, or any officer, director, or employee of such guarantor
corporation). The decision of, or a decision made pursuant to
authority granted by, the Board of Directors that the guaranty may
reasonably be expected to benefit, directly or indirectly, the
guarantor corporation shall be binding upon the guarantor
corporation, and no guaranty made by a corporation in accordance
with the provisions of this Section B shall be invalid or
unenforceable as against such corporation, unless such guaranty is
sought to be enforced by a person who participated in a fraud on the
guarantor corporation resulting in the making of the guaranty or by
a person who had notice of such fraud before he acquired his rights
under the guaranty. Nothing herein contained shall prevent a suit
(1) prior to the making of a guaranty by a corporation, by a
shareholder in a representative suit against the guarantor
corporation, to enjoin the making of such guaranty on the ground
that such guaranty could not reasonably be expected to benefit,
directly or indirectly, the guarantor corporation, or (2) after the
making of a guaranty by a corporation, by the guarantor
corporation, whether acting directly or through a receiver,
trustee, or other legal representative or through a shareholder in
a representative suit, against the directors who voted for or
assented to the making of such guaranty for damages or other
appropriate relief on the ground that such guaranty could not
reasonably have been expected to benefit, directly or indirectly,
the guarantor corporation, but such directors shall be entitled to
assert any defenses which they may have under law.
C. A guaranty will be considered to benefit a guarantor corporation
for purposes of Section B of this Article if the guaranty is of a
contract, security, or other obligation of a subsidiary or an
affiliated corporation or other entity. For the purposes of this
section only:
(1) "subsidiary " means a domestic or foreign corporation or other
entity, 50 percent or more of the outstanding voting interests or
other ownership interest of which is owned at the time of the
action:
(a) by the guarantor corporation itself;
(b) by one or more of the guarantor corporation's subsidiaries ; or
(c) by the guarantor corporation and one or more of its subsidiaries
;
(2) "parent " means a domestic or foreign corporation or other
entity that at the time of the action owns 50 percent or more of the
outstanding voting interests or other ownership interest of the
guarantor corporation:
(a) by itself;
(b) through one or more of its subsidiaries; or
(c) with one or more of its subsidiaries; and
(3) "affiliated corporation or other entity" means a domestic or
foreign corporation or other entity, 50 percent or more of the
outstanding shares or other ownership interest of which is owned at
the time of the action:
(a) by the parent of the guarantor corporation;
(b) by one or more of the parent's subsidiaries; or
(c) by the parent and one or more of its subsidiaries.
D. Nothing contained in this Article is intended or shall be
construed to limit or deny to any corporation the right or power to
do or perform any act which it is or may be empowered or authorized
to do or perform under any other laws of the State of Texas now in
force or hereafter enacted. Provided, however, Sections B and C of
this Article shall not apply to nor enlarge the powers of any
corporation that does business pursuant to any provision of the
Insurance Code of Texas, whether licensed in Texas or not, nor shall
those sections allow or permit any corporation, not licensed under
the Insurance Code of Texas, to engage in any character, type,
class, or kind of fidelity, surety, or guaranty business or
transaction subject to regulation under the Insurance Code.
Acts 1961, 57th Leg., p. 408, ch. 205, Sec. 1. Amended by Acts 1963,
58th Leg., p. 1184, ch. 469, Sec. 3, eff. Aug. 23, 1963; Acts 1973,
63rd Leg., p. 676, ch. 285, Sec. 1, eff. Aug. 27, 1973; Acts 1977,
65th Leg., p. 1162, ch. 442, Sec. 1, eff. Aug. 29, 1977; Acts 1983,
68th Leg., p. 1715, ch. 326, Sec. 2, eff. Aug. 29, 1983; Acts 1983,
68th Leg., p. 3156, ch. 540, Sec. 9, eff. Aug. 29, 1983; Acts 1989,
71st Leg., ch. 801, Sec. 52, eff. Aug. 28, 1989; Acts 1997, 75th
Leg., ch. 375, Sec. 48, eff. Sept. 1, 1997.
Art. 1302-3.01. Veteran Corporations; Use of Name; Forfeiture of
Charter
A. The Secretary of State shall not hereafter issue to any
corporation any charter using in the name thereof any of the
following words either in the singular or the plural: "Veteran,"
"Legion," "Foreign," "Spanish," "Disabled," "War," "World War," or
any abbreviation of such word or words, or words of the same or
similar meanings, without the written approval filed with the
application for charter of some Congressionally recognized
Veterans' organization, in whose name any such quoted word appears,
and if there be no Congressionally recognized organization in whose
name the prohibited word appears, then it shall be necessary to
secure the written permission of either the State Commander of the
American Legion, or Disabled American Veterans of the World War,
Veterans of Foreign Wars of the United States, or the United Spanish
War Veterans, Veterans of Foreign Wars, or Veterans of the
Spanish-American War.
Acts 1961, 57th Leg., p. 408, ch. 205, Sec. 1.
Art. 1302-3.05. Certain Railroads
A. Corporations for profit may be organized for the following
purposes:
(1) To construct or acquire with power to maintain and operate
street railways and suburban railways and belt lines of railways
within and near cities and towns, for the transportation of freight
and passengers, with power also to construct, own and operate union
depots, and to buy, sell and convey right-of-way upon which to
construct railroads.
(2) To construct, acquire, maintain and operate lines of electric,
gas, or gasoline, denatured alcohol, or naphtha motor railways
within and between any cities or towns, and any interurban railways
within and between cities and towns, in this State, for the
transportation of freight or passengers, or both.
(3) To build, maintain and operate a line of railroads to mines,
gins, quarries, manufacturing plants, or mills.
(4) The construction, operation and maintenance of terminal
railways.
Acts 1961, 57th Leg., p. 408, ch. 205, Sec. 1.
Art. 1302-5.01. Authority of Attorney General to Examine Books,
Records, etc.
A. Every corporation, domestic or foreign, doing business in Texas,
shall permit the Attorney General or any of his authorized
assistants or representatives, to make examination of all the
books, accounts, records, minutes, letters, memoranda, documents,
checks, vouchers, telegrams, constitution and bylaws, and other
records of said corporation as he may deem necessary.
Acts 1961, 57th Leg., p. 408, ch. 205, Sec. 1.
Art. 1302-5.02. Request to Examine
A. A written request shall be made to the president or other officer
of said domestic or foreign corporation at the time the Attorney
General or his assistants desire to examine the business of said
corporation. It shall be the duty of the officer or agent of any
corporation to whom said request is presented to immediately permit
the Attorney General, or his authorized assistant or
representative, to inspect and examine all the said books, records,
and other documents of said corporation.
Acts 1961, 57th Leg., p. 408, ch. 205, Sec. 1. Amended by Acts 1989,
71st Leg., ch. 801, Sec. 55, eff. Aug. 28, 1989.
Art. 1302-5.03. Authority to Examine Management, etc., of
Corporation
A. The Attorney General, or any of his assistants or
representatives, when authorized by the Attorney General, has the
power and authority to make investigation into the organization,
conduct and management of any corporation, domestic or foreign,
authorized to do business within this State, and has authority to
inspect and examine any of its said books, records, and other
documents, and take such copies thereof as in his judgment may show
or tend to show said corporation has been or is engaged in acts or
conduct in violation of its charter rights and privileges, or in
violation of any law of this State.
Acts 1961, 57th Leg., p. 408, ch. 205, Sec. 1. Amended by Acts 1989,
71st Leg., ch. 801, Sec. 56, eff. Aug. 28, 1989.
Art. 1302-5.04. Authority to Disclose
A. The Attorney General, or his authorized assistants or
representatives, shall not make public, or use said copies or any
information derived in the course of said examination of said
records or documents, except in the course of some judicial
proceedings in which the State is a party, or in a suit by the State
to cancel the permit or forfeit the charter of such domestic or
foreign corporation, or to collect penalties for a violation of the
laws of this State, or for information of any officer of this State
charged with the enforcement of its laws.
Acts 1961, 57th Leg., p. 408, ch. 205, Sec. 1. Amended by Acts 1989,
71st Leg., ch. 801, Sec. 57, eff. Aug. 28, 1989.
Art. 1302-5.05. Penalty
A. Any foreign corporation doing business in Texas under a permit
granted under the laws of this State, or any officer or agent
thereof, or any domestic corporation which shall fail or refuse to
permit the Attorney General, or his authorized representative or
representatives, to examine or take copies of any of its said books,
records and other documents whether the same be situated within
this or any other state within the United States, shall thereby
forfeit its right to do business in this State; and its permit or
charter shall be canceled or forfeited.
B. If any president, vice-president, treasurer, secretary,
manager, agent or other officer of any domestic or foreign
corporation doing business under permit or charter from this State
shall fail or refuse to permit the Attorney General or any of his
assistants or representatives who may be authorized in writing by
the Attorney General to make such examination, to examine or to take
copies of any or all of the books, accounts, records, minutes,
letters, memoranda, documents, checks, vouchers, telegrams,
constitution and by-laws and other records of said corporation, he
shall be fined not less than one hundred nor more than one thousand
dollars, and be imprisoned in jail not less than thirty nor more
than one hundred days. Each day of such failure or refusal shall be
a separate offense.
Acts 1907, p. 35; Acts 1961, 57th Leg., p. 408, ch. 205, Sec. 1.
Amended by Acts 1989, 71st Leg., ch. 801, Sec. 58, eff. Aug. 28,
1989.
Art. 1302-5.06. Provisions Cumulative
A. The provisions of Articles 5.01, 5.02, 5.03, 5.04, and 5.05 of
this Part shall be cumulative of all other laws now in force in this
State, and shall not be construed as repealing any other means
afforded by law for securing testimony or inquiring into the
charter rights and privileges of domestic or foreign corporations.
Acts 1961, 57th Leg., p. 408, ch. 205, Sec. 1. Amended by Acts 1989,
71st Leg., ch. 801, Sec. 59, eff. Aug. 28, 1989.
Art. 1302-5.07. Lien for Law Violations
A. Whenever any domestic or foreign corporation in this State shall
violate any law of this State, including the law against trusts,
monopolies and conspiracies or combinations or contracts in
restraint of trade, for the violation of which fines or penalties or
forfeitures are provided, all property of such corporation within
this State at the time of such violation, or which may thereafter
come within this State, shall, by reason of such violation, become
liable for such fines or penalties and for costs of suit and costs
of collection.
Acts 1961, 57th Leg., p. 408, ch. 205, Sec. 1.
Art. 1302-5.08. Date of Lien and Notice
A. The State of Texas shall have a lien on all such property from the
date that suit shall be instituted by the Attorney General or
district or county attorney acting under his direction, in any
court of competent jurisdiction within this State, for the purpose
of forfeiting the charter or canceling the permit of such domestic
or foreign corporation, or for such fines or penalties. The
institution of such suit for such fine, penalties or forfeiture,
shall constitute notice of such lien.
Acts 1961, 57th Leg., p. 408, ch. 205, Sec. 1. Amended by Acts 1989,
71st Leg., ch. 801, Sec. 60, eff. Aug. 28, 1989.
Art. 1302-5.09. Abatement of Suit
A. Any action or cause of action for any fine, forfeiture or penalty
that the State of Texas has, or may have, against any domestic or
foreign corporation shall not abate or become abated by reason of
the dissolution of such corporation, whether voluntary or
otherwise, or by the forfeiture of its charter or permit.
Acts 1961, 57th Leg., p. 408, ch. 205, Sec. 1. Amended by Acts 1989,
71st Leg., ch. 801, Sec. 61, eff. Aug. 28, 1989.
Art. 1302-5.10. Receiver
A. Whenever a domestic or foreign corporation, against which the
State has instituted suit for forfeiture of its charter or
cancellation of its permit or for fines or penalties, shall
dissolve in this or any other state, or shall have a judgment
rendered against it in this or any other state for the forfeiture of
its charter, the court in this State in which such suit is pending
shall appoint a receiver for the property and business of such
corporation within this State, or that may come or be brought within
this State during such receivership; or the court may, in any case
wherein the State is suing any such corporation for the forfeiture
of its charter, or of its permit to do business in this State, or for
fines or penalties, appoint a receiver for such corporation
whenever the interest of the State may seem to require such action.
Acts 1961, 57th Leg., p. 408, ch. 205, Sec. 1. Amended by Acts 1989,
71st Leg., ch. 801, Sec. 62, eff. Aug. 28, 1989.
Art. 1302-5.11. Rights of State
A. The State shall have the right to writs of attachment,
garnishment, sequestration or injunction, without bond, to aid in
the enforcement of its rights created by Articles 5.07, 5.08, 5.09,
and 5.10 of this Part; and all property not otherwise exempt by law
that may come into the possession of any receiver appointed under
any provision of such Articles, shall be subject to the lien herein
created, and for the payment of any such fine or penalty.
Acts 1961, 57th Leg., p. 408, ch. 205, Sec. 1.
Art. 1302-5.12. Foreclosure
A. The Attorney General or any district or county attorney acting
under his direction, may bring suit in the name of this State for
foreclosure of such lien. In case the suit for foreclosure is
brought against any domestic or foreign corporation which has
dissolved or had a judgment for the forfeiture of its charter or the
cancellation of its permit rendered against it, pending any suit by
the State of Texas against such corporation for the forfeiture of
its charter or cancellation of its permit or for penalties or fines,
service may be had upon any person within this State who acted and
was acting as agent of any such corporation in this State at the
time of such dissolution or forfeiture of charter or cancellation
of permit.
Acts 1961, 57th Leg., p. 408, ch. 205, Sec. 1. Amended by Acts 1989,
71st Leg., ch. 801, Sec. 63, eff. Aug. 28, 1989.
Art. 1302-5.13. Law Cumulative
A. The rights and remedies given by Articles 5.07, 5.08, 5.09, 5.10,
5.11, and 5.12 of this Part shall be construed as cumulative of all
other laws in force in this State, and shall not affect, change or
repeal any other remedies or rights now existing in this State for
the enforcement, payment or collection of fines, penalties and
forfeitures.
Acts 1961, 57th Leg., p. 408, ch. 205, Sec. 1.
Art. 1302-5.14. Authority of Attorney General to Proceed Against an
Insolvent Corporation
A. The Attorney General, when convinced that any corporation is
insolvent, shall institute quo warranto or other appropriate
proceedings to forfeit its charter or cancel its permit.
Acts 1961, 57th Leg., p. 408, ch. 205, Sec. 1.
Art. 1302-5.15. Liquidation
A. Each district and county attorney shall bring and prosecute the
proceedings mentioned in the preceding Article whenever directed to
do so by the Attorney General. The court trying said cause, after
the corporation has been shown to be insolvent, may, in its
discretion, appoint a receiver or receivers for said corporation
and all its properties, with full power to settle its affairs,
collect its outstanding debts and divide the moneys and other
properties belonging to said company among the stockholders
thereof, after paying the debts due and owing by such corporation,
and all expenses incident to the judicial proceedings and
receivership. The court may continue the existence of such
corporation for three (3) years, and for such further reasonable
time as may be necessary to accomplish the objects and purposes of
this law.
Acts 1961, 57th Leg., p. 408, ch. 205, Sec. 1.
Art. 1302-5.16. May Dismiss Action
A. If any suit authorized by Articles 5.14 and 5.15 of this Part has
been instituted, the same shall be dismissed at the cost of the
defendant; or, if not instituted, the same shall not be begun, if
the defendant corporation, through its stockholders, shall pay off
its indebtedness or reduce the same by paying, so that it is
relieved of insolvency.
Acts 1961, 57th Leg., p. 408, ch. 205, Sec. 1.
Art. 1302-5.17. Permission to Sue
A. Before such petition is filed by the Attorney General, or under
his authority, as provided in Articles 5.14 and 5.15 of this Part,
leave therefor shall first be granted by the judge of the court in
which the proceeding is to be instituted.
Acts 1961, 57th Leg., p. 408, ch. 205, Sec. 1.
Art. 1302-5.18. Examination and Notice
A. On presentation of such petition, before granting leave to sue,
the judge shall carefully examine the same; and he may also require
an examination into the facts; and if it shall be made to appear
with reasonable certainty from said petition, or from the petition
and facts, that the relief sought should be granted, the judge may
grant such relief. On an application for the appointment of a
receiver, the corporation proceeded against shall have ten full
days' notice prior to the day set for the hearing.
Acts 1961, 57th Leg., p. 408, ch. 205, Sec. 1.
Art. 1302-5.19. Provisions Cumulative
A. The rights and remedies given by Articles 5.14, 5.15, 5.16, 5.17,
and 5.18 of this Part are cumulative, and shall not affect, change
or repeal any other remedies or rights now existing in this State
for the enforcement, payment or collection of fines, forfeitures
and penalties.
Acts 1961, 57th Leg., p. 408, ch. 205, Sec. 1.
Art. 1302-7.01. Procedure to Correct Inaccurate or Defective
Instrument
Whenever any instrument authorized to be filed by a domestic or
foreign corporation with the Secretary of State under any statute
to which this Act applies has been filed and is an inaccurate record
of the corporate action referred to in the instrument, contains an
inaccurate or erroneous statement, or was defectively or
erroneously executed, sealed, acknowledged, or verified, the
instrument may be corrected by articles of correction. Articles of
correction must be executed on behalf of the corporation by an
officer or director.
Added by Acts 1981, 67th Leg., p. 831, ch. 297, Sec. 1, eff. Aug. 31,
1981. Amended by Acts 1985, 69th Leg., ch. 128, Sec. 29, eff. May
20, 1985; Acts 1989, 71st Leg., ch. 801, Sec. 64, eff. Aug. 28,
1989.
Art. 1302-7.02. Articles of Correction
The articles of correction shall:
(1) set forth the name of the domestic or foreign corporation;
(2) identify the instrument to be corrected by description and the
date of its filing with the Secretary of State;
(3) identify the inaccuracy, error, or defect to be corrected; and
(4) set forth a statement in corrected form of the portion of the
instrument to be corrected.
Added by Acts 1981, 67th Leg., p. 831, ch. 297, Sec. 1, eff. Aug. 31,
1981. Amended by Acts 1989, 71st Leg., ch. 801, Sec. 65, eff. Aug.
28, 1989.
Art. 1302-7.03. Filing Articles of Correction
A. The original and a copy of the articles of correction shall be
delivered to the Secretary of State. If the Secretary of State
finds that the articles of correction conform to law, the Secretary
of State shall, when all fees have been paid as required by law:
(1) endorse on the original and the copy the word "Filed," and the
month, day, and year that the articles are filed;
(2) file the original in the office of the Secretary of State; and
(3) issue a certificate of correction to which the Secretary of
State shall affix the copy.
B. The certificate of correction, together with the copy of the
articles of correction affixed to the certificate by the Secretary
of State, shall be delivered to the domestic or foreign corporation
or its representative.
Added by Acts 1981, 67th Leg., p. 831, ch. 297, Sec. 1, eff. Aug. 31,
1981. Amended by Acts 1989, 71st Leg., ch. 801, Sec. 66, eff. Aug.
28, 1989.
Art. 1302-7.04. Effect of Certificate of Correction
A. After the issuance of the certificate of correction by the
Secretary of State, the instrument as corrected is considered to
have been filed on the date the original instrument was filed except
as provided by Section B of this Article.
B. As to persons who are adversely affected by the correction, the
instrument as corrected is considered to have been filed on the date
the articles of correction were filed.
C. Any certificate issued by the Secretary of State before an
instrument is corrected, with respect to the effect of filing the
original instrument, is considered to be applicable to the
instrument as corrected as of the date the instrument as corrected
is considered to have been filed pursuant to this Article.
Added by Acts 1981, 67th Leg., p. 831, ch. 297, Sec. 1, eff. Aug. 31,
1981.
Art. 1302-7.05. Fee
The Secretary of State shall collect, for the use of the State, a
fee of Fifteen Dollars ($15) for filing articles of correction and
issuing a certificate of correction.
Added by Acts 1981, 67th Leg., p. 831, ch. 297, Sec. 1, eff. Aug. 31,
1981. Amended by Acts 1991, 72nd Leg., 1st C.S., ch. 5, Sec. 3.05,
eff. Sept. 1, 1991.
Art. 1302-7.06. Limitation of Liability
A. In this article:
(1) "Articles of incorporation" means the articles of incorporation
or association of a corporation, the charter of a corporation, or
any other document required to incorporate or organize a
corporation under the laws of this state.
(2) "Corporation" means:
(a) Any corporation, association, or other organization
incorporated or organized under the Texas Business Corporation Act,
the Texas Non-Profit Corporation Act (Article 1396-1.01 et seq.,
Vernon's Texas Civil Statutes), Subtitle A, B, C, or D, Title 3,
Finance Code, or a predecessor of that law, Chapter 181, Finance
Code, or a predecessor of that law, the Insurance Code, Chapter 76,
Acts of the 43rd Legislature, 1st Called Session, 1933 (Article
1434a, Vernon's Texas Civil Statutes), the Cooperative Association
Act (Article 1396-50.01, Vernon's Texas Civil Statutes), Articles
1399 through 1407, Revised Statutes, Article 1448, Revised
Statutes, Section 2, Chapter 42, Acts of the 42nd Legislature, 3rd
Called Session, 1932 (Article 1524c, Vernon's Texas Civil
Statutes), the State Housing Law (Article 1528a, Vernon's Texas
Civil Statutes), the Electric Cooperative Corporation Act (Article
1528b, Vernon's Texas Civil Statutes), the Telephone Cooperative
Act (Article 1528c, Vernon's Texas Civil Statutes), the Automobile
Club Services Act (Article 1528d, Vernon's Texas Civil Statutes),
the Texas Professional Corporation Act (Article 1528e, Vernon's
Texas Civil Statutes), the Texas Professional Association Act
(Article 1528f, Vernon's Texas Civil Statutes), the Texas Mutual
Trust Investment Company Act (Article 1528i, Vernon's Texas Civil
Statutes), Chapter 221, Health and Safety Code, the Texas
Transportation Corporation Act (Article 1528l, Vernon's Texas
Civil Statutes), the Cultural Education Facilities Corporation Act
(Article 1528m, Vernon's Texas Civil Statutes), Chapter 262, Health
and Safety Code, Chapter 264, Health and Safety Code, Title 4,
Agriculture Code, Subchapter A, Chapter 301, Health and Safety
Code, Subchapter B, Chapter 301, Health and Safety Code, the Higher
Education Authority Act, Chapter 53, Education Code, or Chapter
394, Local Government Code;
(b) Any corporation, association, or other organization
incorporated or organized under the laws of this state that is
governed in whole or in part by the Texas Business Corporation Act,
the Texas Non-Profit Corporation Act (Article 1396-1.01 et seq.,
Vernon's Texas Civil Statutes), or the Texas Miscellaneous
Corporation Laws Act (Article 1302-1.01 et seq., Vernon's Texas
Civil Statutes); or
(c) To the extent permitted by federal law, any federally chartered
bank, savings and loan association, or credit union.
(3) "Director" means an individual who is a director or trustee of a
corporation.
B. The articles of incorporation of a corporation may provide that a
director of the corporation shall not be liable, or shall be liable
only to the extent provided in the articles of incorporation, to the
corporation or its shareholders or members for monetary damages for
an act or omission in the director's capacity as a director, except
that this article does not authorize the elimination or limitation
of the liability of a director to the extent the director is found
liable for:
(1) a breach of the director's duty of loyalty to the corporation or
its shareholders or members;
(2) an act or omission not in good faith that constitutes a breach
of duty of the director to the corporation or an act or omission
that involves intentional misconduct or a knowing violation of the
law;
(3) a transaction from which the director received an improper
benefit, whether or not the benefit resulted from an action taken
within the scope of the director's office; or
(4) an act or omission for which the liability of a director is
expressly provided by an applicable statute.
Added by Acts 1987, 70th Leg., ch. 424, Sec. 1, eff. Aug. 31, 1987.
Amended by Acts 1989, 71st Leg., ch. 625, Sec. 1, eff. June 14,
1989; Acts 1991, 72nd Leg., ch. 14, Sec. 284(4), (13), (16), (29),
(86), eff. Sept. 1, 1991; Acts 1995, 74th Leg., ch. 914, Sec. 20,
eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 769, Sec. 7, eff.
Sept. 1, 1997; Acts 1999, 76th Leg., ch. 62, Sec. 7.100, eff; Sept.
1, 1999; Acts 2001, 77th Leg., ch. 615, Sec. 1, eff. June 11, 2001.
Art. 1302-7.07. Electronic Filings and Reproductions
A. If permitted by the rules of the Secretary of State, any
instrument required or authorized to be filed with the Secretary of
State under this Act or under any provision of the Texas Business
Corporation Act, the Texas Non-Profit Corporation Act, the Texas
Limited Liability Company Act, or any special Statute of this State
pertaining to a particular type of corporation or entity to which
the general corporate laws are applicable, may be transmitted for
filing electronically. If the instrument conforms to law and the
rules promulgated by the Secretary of State, the Secretary shall
file the instrument by acceptance into the filing system adopted by
the Secretary and assigning to the instrument a date of filing. An
electronic acknowledgment or certification of the filing, as
applicable, shall be provided by the Secretary of State to the
corporation or entity or its representative. The Secretary of
State may promulgate rules and adopt practices and procedures for
the transmission, filing, and retention of instruments filed
electronically or by use of other technological means.
B. Any original instrument required or authorized to be filed with
the Secretary of State under any provision of the Texas Business
Corporation Act, the Texas Non-Profit Corporation Act, the Texas
Limited Liability Company Act or any special Statute of this State
pertaining to a particular type of corporation or entity to which
the general corporate laws are applicable, may be a photographic,
photostatic, facsimile, or similar reproduction of a signed
instrument.
C. For purposes of this article, any signature on any instrument
required or authorized to be filed with the Secretary of State may
be a facsimile, the mark made by a person unable to write, in an
electronic format permitted by the rules of the Secretary of State,
or any symbol executed or adopted by a person with the intent to
authenticate a writing.
D. This article does not require any instrument authorized or
required to be filed with the Secretary of State under any provision
of the Texas Business Corporation Act, the Texas Non-Profit
Corporation Act, the Texas Limited Liability Company Act, or any
special Statute of this State pertaining to a particular type of
corporation or entity to which the general corporate laws are
applicable or any certificate issued by the Secretary of State
concerning any such instrument to be on paper or reduced to printed
form.
E. All electronic acknowledgments and certificates required to be
issued by the Secretary of State under this Act, or under any
provision of the Texas Business Corporation Act, the Texas
Non-Profit Corporation Act, the Texas Limited Liability Act, or any
special Statute of this State pertaining to a particular type of
corporation or entity to which the general corporate laws are
applicable, shall be considered issued or provided by the Secretary
of State on the initial transmission by the Secretary of State of
the acknowledgment or certificate required to be issued.
Added by Acts 1991, 72nd Leg., ch. 901, Sec. 45, eff. Aug. 26, 1991.
Amended by Acts 1997, 75th Leg., ch. 375, Sec. 49, eff. Sept. 1,
1997.
Art. 1302-7.08. Duties of the Secretary of State; Failure to
Provide Acknowledgment Copy
The Secretary of State shall not fail to approve the filing of any
instrument required or authorized to be filed in duplicate with the
Secretary of State under this Act or under any provision of the
Texas Business Corporation Act, the Texas Non-Profit Corporation
Act (Article 1396-1.01 et seq., Vernon's Texas Civil Statutes), the
Texas Limited Liability Company Act (Article 1528n, Vernon's Texas
Civil Statutes), or any special statute of this state pertaining to
a particular type of corporation or entity to which the general
corporate laws are applicable, solely for the failure to provide a
duplicate copy of the instrument to be filed. If the Secretary of
State finds that such instrument otherwise conforms to law, the
Secretary of State shall return to the person submitting the
instrument or to the person's designated representative any
certificate required to be issued by the Secretary of State without
affixing a file-stamped copy of the instrument to which the
certificate relates.
Added by Acts 1997, 75th Leg., ch. 375, Sec. 50, eff. Sept. 1, 1997.
Art. 1302-7.09. Applicability; Expiration
A. Except as provided by Title 8, Business Organizations Code, this
Act does not apply to a corporation to which the Business
Organizations Code applies.
B. This Act expires January 1, 2010.
Added by Acts 2003, 78th Leg., ch. 182, Sec. 3, eff. Jan. 1, 2006.
