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.

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