2005 Texas Code - Business Corporation Act ARTICLE 4.01. RIGHT TO AMEND ARTICLES OF INCORPORATION

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.