Business Corporation Act
Part 3.
Art. 3.01. Incorporators
A. Any natural person of the age of eighteen (18) years or more, or
any domestic or foreign corporation, estate, or other entity may
act as an incorporator of a corporation by signing the articles of
incorporation for such corporation and by delivering the original
and a copy of the articles of incorporation to the Secretary of
State.
Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Amended by
Acts 1975, 64th Leg., p. 315, ch. 134, Sec. 11, eff. Sept. 1, 1975;
Acts 1979, 66th Leg., p. 224, ch. 120, Sec. 27, eff. May 9, 1979;
Acts 1987, 70th Leg., ch. 93, Sec. 18, eff. Aug. 31, 1987; Acts
1997, 75th Leg., ch. 375, Sec. 16, eff. Sept. 1, 1997.
Art. 3.02. Articles of Incorporation
A. The articles of incorporation shall set forth:
(1) The name of the corporation;
(2) The period of duration, which may be perpetual;
(3) The purpose or purposes for which the corporation is organized
which may be stated to be, or to include, the transaction of any or
all lawful business for which corporations may be incorporated
under this Act;
(4) The aggregate number of shares which the corporation shall have
authority to issue; if such shares are to consist of one class
only, the par value of each of such shares, or a statement that all
of such shares are without par value; or, if such shares are to be
divided into classes, the number of shares of each class, and a
statement of the par value of the shares of each class or that such
shares are to be without par value;
(5) If the shares are to be divided into classes, the designation of
each class and statement of the preferences, limitations, and
relative rights in respect of the shares of each class;
(6) If the corporation is to issue the shares of any class in
series, then the designation of each series and a statement of the
variations in the preferences, limitations and relative rights as
between series insofar as the same are to be fixed in the articles
of incorporation, and a statement of any authority to be vested in
the board of directors to establish series and fix and determine the
preferences, limitations and relative rights of each series;
(7) Any provision limiting or denying to shareholders the
preemptive right to acquire additional or treasury shares of the
corporation;
(8) If a corporation elects to become a close corporation in
conformance with Part Twelve of this Act, any provision (a)
required or permitted by this Act to be stated in the articles of
incorporation of a close corporation, but not in the articles of
incorporation of an ordinary corporation, (b) contained or
permitted to be contained in a shareholders' agreement in
conformance with Part Twelve of this Act which the incorporators
elect to set forth in articles of incorporation, or (c) that makes a
shareholders' agreement in conformance with Part Twelve of this Act
part of the articles of incorporation of a close corporation in the
manner prescribed in Section F, Article 2.22 of this Act, but any
such provision, other than the statement required by Section A,
Article 12.11 of this Act, shall be preceded by a statement that the
provision shall be subject to the corporation remaining a close
corporation in conformance with Part Twelve of this Act;
(9) Any provision, not inconsistent with law, including any
provision which under this Act is required or permitted to be set
forth in the bylaws or which is permitted to be included pursuant to
Article 2.30-1 of this Act, providing for the regulation of the
internal affairs of the corporation;
(10) The street address of its initial registered office and the
name of its initial registered agent at such address;
(11) Subject to Article 2.30-1 of this Act, the number of directors
constituting the initial board of directors and the names and
addresses of the person or persons who are to serve as directors
until the first annual meeting of shareholders or until their
successors be elected and qualify, or, in the case of a close
corporation that, in conformance with Part Twelve of this Act, is to
be managed in some other manner pursuant to a shareholders'
agreement by the shareholders or by the persons empowered by the
agreement to manage its business and affairs, the names and
addresses of the person or persons who, pursuant to the
shareholders' agreement, will perform the functions of the initial
board of directors provided for by this Act;
(12) The name and address of each incorporator, unless the
corporation is being incorporated pursuant to a plan of conversion
or a plan of merger, in which case the articles need not include
such information; and
(13) If the corporation is being incorporated pursuant to a plan of
conversion or a plan of merger, a statement to that effect, and in
the case of a plan of conversion, the name, address, date of
formation, and prior form of organization and jurisdiction of
incorporation or organization of the converting entity.
B. It shall not be necessary to set forth in the articles of
incorporation any of the corporate powers enumerated in this Act.
Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Amended by
Acts 1957, 55th Leg., p. 111, ch. 54, Sec. 5; Acts 1973, 63rd Leg.,
p. 1503, ch. 545, Sec. 27, eff. Aug. 27, 1973; Acts 1975, 64th Leg.,
p. 315, ch. 134, Sec. 12, eff. Sept. 1, 1975; Acts 1981, 67th Leg.,
p. 3114, ch. 818, Sec. 5, eff. Aug. 31, 1981; Acts 1987, 70th Leg.,
ch. 93, Sec. 19, eff. Aug. 31, 1987; Acts 1991, 72nd Leg., ch. 901,
Sec. 19, eff. Aug. 26, 1991; Acts 1997, 75th Leg., ch. 375, Sec. 17,
eff. Sept. 1, 1997.
Sec. A amended by Acts 2003, 78th Leg., ch. 238, Sec. 20, eff. Sept.
1, 2003.
Art. 3.03. Filing of Articles of Incorporation
A. Except as provided by Section C of this Article, the original and
a copy of the articles of incorporation shall be delivered to the
Secretary of State. If the Secretary of State finds that the
articles of incorporation conform to law, he 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 of the filing thereof.
(2) File the original in his office.
(3) Issue a certificate of incorporation to which he shall affix the
copy.
B. The certificate of incorporation, together with the copy of the
articles of incorporation affixed thereto by the Secretary of
State, shall be delivered to the incorporators or their
representatives.
C. In the case of a new domestic corporation being incorporated
pursuant to a plan of conversion or a plan of merger pursuant to
Part Five of this Act, the articles of incorporation of the
corporation shall be filed with the Secretary of State with the
articles of conversion or merger and need not be filed separately
pursuant to Section A of this Article. If the Secretary of State
finds that the articles of incorporation conform to the law, he
shall file the articles of incorporation in his office and issue a
certificate of incorporation, to which he shall affix a copy of the
articles of incorporation, and deliver the same to the party or
parties filing the articles of conversion or merger, or their
representatives, with the certificate of conversion or merger that
is issued in connection with the conversion or merger. In the case
of a conversion or a merger, the certificate of incorporation of a
domestic corporation that is a converted entity or that is to be
created pursuant to the plan of merger shall become effective on the
effectiveness of the conversion or the merger, as the case may be.
Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Amended by
Acts 1979, p. 224, ch. 120, Sec. 28, eff. May 9, 1979; Acts 1997,
75th Leg., ch. 375, Sec. 18, eff. Sept. 1, 1997.
Art. 3.04. Effect of Issuance of Certificate of Incorporation
A. Except as provided by Section B of this Article, on the issuance
of the certificate of incorporation, the corporate existence of the
corporation being incorporated shall begin.
B. In the case of a new domestic corporation being incorporated
pursuant to a plan of conversion or a plan of merger pursuant to
Part Five of this Act, the corporate existence of the corporation
shall begin upon the effectiveness of the conversion or the merger,
as the case may be.
C. The certificate of incorporation on effectiveness shall be
conclusive evidence that all conditions precedent required to be
performed for the valid incorporation of the corporation have been
complied with and that the corporation has been duly incorporated
under this Act, except as against the State in a proceeding for
involuntary dissolution.
Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Amended by
Acts 1997, 75th Leg., ch. 375, Sec. 19, eff. Sept. 1, 1997.
Art. 3.06. Organization Meeting of Directors
A. Except as provided by Section B of this Article, after the
issuance of the certificate of incorporation, an organization
meeting of the initial board of directors named in the articles of
incorporation (or of the person or persons who, in conformance with
Section A(12), Article 3.02 of this Act, are named in the articles
of incorporation as the person or persons who will perform the
functions of the initial board of directors provided for by this
Act) shall be held, either within or without this State, at the call
of a majority of the directors named in the articles of
incorporation, for the purpose of adopting bylaws, electing
officers, and transacting such other business as may come before
the meeting. The directors calling the meeting shall give at least
three (3) days notice thereof by mail to each director so named,
stating the time and place of the meeting.
B. The provisions of Section A of this Article shall not apply to a
corporation that is a converted entity or a corporation that is
created pursuant to a plan of merger if the plan of conversion or
the plan of merger, as the case may be, sets forth the bylaws and
officers of the corporation.
Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Amended by
Acts 1973, 63rd Leg., p. 1504, ch. 545, Sec. 28, eff. Aug. 27, 1973;
Acts 1997, 75th Leg., ch. 375, Sec. 21, eff. Sept. 1, 1997.
