2005 Texas Business Organizations Code CHAPTER 303. PROVISIONS RELATING TO PROFESSIONAL CORPORATIONS

BUSINESS ORGANIZATION CODE

CHAPTER 303. PROVISIONS RELATING TO PROFESSIONAL CORPORATIONS


	§ 303.001. APPLICABILITY OF CERTAIN PROVISIONS GOVERNING 
FOR-PROFIT CORPORATIONS.  The provisions of Chapters 20 and 21 
governing a for-profit corporation apply to a professional 
corporation, unless there is a conflict with this title.

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.                     


	§ 303.002. AUTHORITY AND LIABILITY OF SHAREHOLDER.  (a) A 
shareholder of a professional corporation is not required to 
supervise the performance of duties by an officer or employee of the 
corporation.
	(b)  A shareholder of a professional corporation is subject 
to no greater liability than a shareholder of a for-profit 
corporation.

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.                     


	§ 303.003. NOTICE OF RESTRICTION ON TRANSFER OF 
SHARES.  Any restriction on the transfer of shares in a 
professional corporation that is imposed by the governing documents 
of the corporation or an applicable agreement must be:
		(1)  noted on each certificate representing the shares;  
or                 
		(2)  incorporated by reference in the manner provided 
by Chapter 21.        

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.                     


	§ 303.004. REDEMPTION OF SHARES;  PRICE AND TERMS.  (a) A 
professional corporation may redeem shares of a shareholder, 
including a deceased shareholder.
	(b)  The price and other terms of a redemption of shares may 
be:             
		(1)  agreed to between the board of directors of the 
professional corporation and the shareholder or the shareholder's 
personal representative;  or
		(2)  specified in the governing documents of the 
professional corporation or an applicable agreement.

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.                     


	§ 303.005. EXISTENCE OF PROFESSIONAL CORPORATION BEFORE 
WINDING UP AND TERMINATION.  A professional corporation continues 
to exist until the winding up and termination of the corporation as 
provided by Chapter 11 without regard to:
		(1)  the death, incompetency, bankruptcy, resignation, 
withdrawal, retirement, or expulsion of any shareholder of the 
corporation;
		(2)  the transfer of shares to a new shareholder;  or                         
		(3)  the occurrence of an event requiring the winding 
up of a partnership.  

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.                     


	§ 303.006. WINDING UP AND TERMINATION OF PROFESSIONAL 
CORPORATION.  A shareholder of a professional corporation may not 
wind up the affairs of and terminate the corporation independently 
of other shareholders of the corporation.

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.