2005 Texas Code - Business Corporation Act ARTICLE 10.01. FILING AND FILING FEES

Business Corporation Act

Part 9. 






Art. 9.01. Interrogatories by Secretary of State                              

A. The Secretary of State may propound to any corporation, domestic 
or foreign, subject to the provisions of this Act, and to any 
officer or director thereof, such interrogatories as may be 
reasonably necessary and proper to enable him to ascertain whether 
such corporation has complied with all the provisions of this Act. 
Such interrogatories shall be answered within thirty days after the 
mailing thereof, or within such additional time as shall be fixed by 
the Secretary of State, and the answers thereto shall be full and 
complete and shall be made in writing and under oath. If such 
interrogatories be directed to an individual, they shall be 
answered by him, and if directed to a corporation, they shall be 
answered by an officer of the corporation.  The Secretary of State 
need not file any document to which such interrogatories relate 
until such interrogatories be answered as herein provided, and not 
then if the answers thereto disclose that such document is not in 
conformity with the provisions of this Act.  The Secretary of State 
shall certify to the Attorney General, for such action as the 
Attorney General may deem appropriate, all interrogatories and 
answers thereto which disclose a violation of the provisions of 
this Act.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1989, 71st Leg., ch. 801, Sec. 41, eff. Aug. 28, 1989.






Art. 9.02. Information Disclosed by Interrogatories                           

A. Interrogatories propounded by the Secretary of State and the 
answers thereto shall not be open to public inspection nor shall the 
Secretary of State disclose any facts or information obtained 
therefrom except insofar as his official duty may require the same 
to be made public or in the event such interrogatories or the 
answers thereto are required for evidence in any criminal 
proceedings or in any other action by this State.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.                     






Art. 9.03. Powers of Secretary of State                                       

A. The Secretary of State shall have the power and authority 
reasonably necessary to enable him to administer this Act 
efficiently and to perform the duties therein imposed upon him.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.                     






Art. 9.04. Appeals from Secretary of State                                    

A. If the Secretary of State shall fail to approve any articles of 
incorporation, application for certificate of authority to 
transact business in this State, amendment, merger, share exchange, 
conversion , or dissolution, or any other document required by this 
Act to be approved by the Secretary of State before the same shall 
be filed in his office, he shall, within ten days after the delivery 
thereof to him, give written notice of his disapproval to the 
person, corporation, or other entity, domestic or foreign, 
delivering the same, specifying in such notice the reasons 
therefor.  From such disapproval such person, corporation, or other 
entity may appeal to any district court of Travis County by filing 
with the clerk of such court a petition setting forth a copy of the 
articles or other document sought to be filed and a copy of the 
written disapproval thereof by the Secretary of State;  whereupon 
the matter shall be tried de novo by the court, and the court shall 
either sustain the action of the Secretary of State or direct him to 
take such action as the court may deem proper.

B. Appeals from all final orders and judgments entered by the 
district court under this Article in review of any ruling or 
decision of the Secretary of State may be taken as in other civil 
actions.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1997, 75th Leg., ch. 375, Sec. 41, eff. Sept. 1, 1997.






Art. 9.05. Certificates and Certified Copies to be Received in 
Evidence     

A. All certificates issued by the Secretary of State in accordance 
with the provisions of this Act, and all copies of documents filed 
in his office in accordance with the provisions of this Act, when 
certified by him, shall be taken and received in all courts, public 
offices, and official bodies as prima facie evidence of the facts 
therein stated, and shall be subject to recordation.  A certificate 
by the Secretary of State, under the state seal, as to the existence 
or non-existence of the facts relating to corporations which would 
not appear from a certified copy of any of the foregoing documents 
or certificates shall be taken and received in all courts, public 
offices, and official bodies as prima facie evidence of the 
existence or non-existence of the facts therein stated.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1993, 73rd Leg., ch. 300, Sec. 25, eff. Aug. 30, 1993.






Art. 9.06. Forms to be Promulgated by Secretary of State                      

A. Forms may be promulgated by the Secretary of State for all 
reports and all other documents required to be filed in the office 
of the Secretary of State.  The use of such forms, however, shall 
not be mandatory, except in instances in which the law may 
specifically so provide.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.                     






Art. 9.07. Time for Filing Documents in the Office of the Secretary 
of State

A. Except as provided by Section B of this article, if a document is 
required to be filed in the office of the Secretary of State by any 
provision of this Act, that requirement shall be construed to 
include the requirement that the document be filed with reasonable 
promptness.

B. A person required under this Act to file with the Secretary of 
State a change of registered office or agent, an application or 
certificate of withdrawal or termination, or articles of 
dissolution commits an offense if the person does not file the 
required filing with the Secretary of State before the earlier of:

(1) the 30th day after the date of the change, withdrawal, or 
termination;  or

(2) the date the filing is otherwise required by law.                         

C. A person who violates Section B of this article is liable to the 
state for a civil penalty in an amount not to exceed $2,500 for each 
violation.  In determining the amount of a penalty under this 
section, the court shall consider all the circumstances giving rise 
to the offense.  The attorney general or the prosecuting attorney in 
the county in which the violation occurs may bring suit to recover 
the civil penalty imposed under this article.

D. The attorney general may bring an action in the name of the state 
to restrain or enjoin a person from violating Section B of this 
article.

E. In an action or proceeding brought against a person who has not 
complied with Section B of this article, the plaintiff or other 
party bringing the suit or proceeding may recover, at the court's 
discretion, reasonable costs and attorney's fees incurred by 
locating and effecting service of process on the person.  Any 
damages recovered must be in conjunction with a pending action or 
proceeding and shall be awarded as costs under the Texas Rules of 
Civil Procedure.  This section does not create a private 
independent cause of action for failure to comply with Section B of 
this article.

F. A person who is entitled to recover damages under Section E of 
this article may request from the attorney general nonconfidential 
information on the other person for the purpose of effecting 
service of process.  The attorney general shall comply with a 
request made under this section to the extent practicable.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 2001, 77th Leg., ch. 757, Sec. 16, eff. Sept. 1, 2001.






Art. 9.09. Waiver of Notice                                                   

Whenever any notice is required to be given to any shareholder or 
director of a corporation under the provisions of this Act or under 
the provisions of the articles of incorporation or bylaws of the 
corporation, a waiver thereof in writing signed by the person or 
persons entitled to such notice, or a waiver by electronic 
transmission by the person entitled to notice, whether before or 
after the time stated therein, shall be equivalent to the giving of 
such notice.  The business to be transacted at a regular or special 
meeting of the shareholders, directors, or members of a committee 
of directors or the purpose of a meeting is not required to be 
specified in a written waiver of notice or a waiver by electronic 
transmission unless required by the articles of incorporation or 
the bylaws.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.                     

Amended by Acts 2003, 78th Leg., ch. 238, Sec. 37, eff. Sept. 1, 
2003.      






Art. 9.10. Actions Without a Meeting;  Telephone Meetings                     

A. (1) Any action required by this Act to be taken at any annual or 
special meeting of shareholders, or any action which may be taken at 
any annual or special meeting of shareholders, may be taken without 
a meeting, without prior notice, and without a vote, if a consent or 
consents in writing, setting forth the action so taken, shall have 
been signed by the holder or holders of all the shares entitled to 
vote with respect to the action that is the subject of the consent.  
The articles of incorporation may provide that any action required 
by this Act to be taken at any annual or special meeting of 
shareholders, or any action which may be taken at any annual or 
special meeting of shareholders, may be taken without a meeting, 
without prior notice, and without a vote, if a consent or consents 
in writing, setting forth the action so taken, shall be signed by 
the holder or holders of shares having not less than the minimum 
number of votes that would be necessary to take such action at a 
meeting at which holders of all shares entitled to vote on the 
action were present and voted.

(2) Every written consent signed by the holders of less than all the 
shares entitled to vote with respect to the action that is the 
subject of the consent shall bear the date of signature of each 
shareholder who signs the consent.  No written consent signed by the 
holder of less than all the shares entitled to vote with respect to 
the action that is the subject of the consent shall be effective to 
take the action that is the subject of the consent unless, within 60 
days after the date of the earliest dated consent delivered to the 
corporation in a manner required by this Article, a consent or 
consents signed by the holder or holders of shares having not less 
than the minimum number of votes that would be necessary to take the 
action that is the subject of the consent are delivered to the 
corporation by delivery to its registered office, registered agent, 
principal place of business, transfer agent, registrar, exchange 
agent or an officer or agent of the corporation having custody of 
the books in which proceedings of meetings of shareholders are 
recorded.  Delivery shall be by hand or certified or registered 
mail, return receipt requested.  Delivery to the corporation's 
principal place of business shall be addressed to the president or 
principal executive officer of the corporation.

(3) A telegram, telex, cablegram, or other electronic transmission 
by a shareholder consenting to an action to be taken is considered 
to be written, signed, and dated for the purposes of this article if 
the transmission sets forth or is delivered with information from 
which the corporation can determine that the transmission was 
transmitted by the shareholder and the date on which the 
shareholder transmitted the transmission.  The date of transmission 
is the date on which the consent was signed.  Consent given by 
telegram, telex, cablegram, or other electronic transmission may 
not be considered delivered until the consent is reproduced in 
paper form and the paper form is delivered to the corporation at its 
registered office in this state or its principal place of business, 
or to an officer or agent of the corporation having custody of the 
book in which proceedings of shareholder meetings are recorded.  
Notwithstanding Subsection (2) of this section, consent given by 
telegram, telex, cablegram, or other electronic transmission may be 
delivered to the principal place of business of the corporation or 
to an officer or agent of the corporation having custody of the book 
in which proceedings of shareholder meetings are recorded to the 
extent and in the manner provided by resolution of the board of 
directors of the corporation.

(4) Any photographic, photostatic, facsimile, or similarly 
reliable reproduction of a consent in writing signed by a 
shareholder may be substituted or used instead of the original 
writing for any purpose for which the original writing could be 
used, if the reproduction is a complete reproduction of the entire 
original writing.

(5) Prompt notice of the taking of any action by shareholders 
without a meeting by less than unanimous written consent shall be 
given to those shareholders who did not consent in writing to the 
action.

(6) If any action by shareholders is taken by written consent, any 
articles or documents filed with the Secretary of State as a result 
of the taking of the action shall state, in lieu of any statement 
required by the Act concerning the number of shares outstanding and 
entitled to vote on the action or concerning any vote of 
shareholders, that written consent has been given in accordance 
with the provisions of this Article and that any written notice 
required by this Article has been given.

B. Unless otherwise restricted by the articles of incorporation or 
bylaws, any action required or permitted to be taken at a meeting of 
the board of directors or any committee may be taken without a 
meeting if a consent in writing, setting forth the action so taken, 
is signed by all the members of the board of directors or committee, 
as the case may be.  A telegram, telex, cablegram, or other 
electronic transmission by a director consenting to an action to be 
taken and transmitted by a director is considered written, signed, 
and dated for the purposes of this article if the transmission sets 
forth or is delivered with information from which the corporation 
can determine that the transmission was transmitted by the director 
and the date on which the director transmitted the transmission.  
Such consent shall have the same force and effect as a unanimous 
vote at a meeting, and may be stated as such in any document or 
instrument filed with the Secretary of State.

C. Subject to the provisions required or permitted by this Act for 
notice of meetings, unless otherwise restricted by the articles of 
incorporation or by-laws, shareholders, members of the board of 
directors, or members of any committee designated by such board, 
may participate in and hold a meeting of such shareholders, board, 
or committee by means of conference telephone or similar 
communications equipment by means of which all persons 
participating in the meeting can hear each other, and participation 
in a meeting pursuant to this Section shall constitute presence in 
person at such meeting, except where a person participates in the 
meeting for the express purpose of objecting to the transaction of 
any business on the ground that the meeting is not lawfully called 
or convened.

D. If action is taken with respect to a particular matter by the 
holders of shares of a class or series by means of a written consent 
in compliance with Section A of this Article, any provision of this 
Act that requires advance notice of a meeting or of the proposed 
action will not apply as to that class or series for such action.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1967, 60th Leg., p. 1728, ch. 657, Sec. 17, eff. June 17, 1967;  
Acts 1973, 63rd Leg., p. 1511, ch. 545, Sec. 44, eff. Aug. 27, 1973;  
Acts 1989, 71st Leg., ch. 801, Sec. 43, eff. Aug. 28, 1989;  Acts 
1991, 72nd Leg., ch. 901, Sec. 40, eff. Aug. 26, 1991;  Acts 1997, 
75th Leg., ch. 375, Sec. 42, eff. Sept. 1, 1997.

Sec. A amended by Acts 2003, 78th Leg., ch. 238, Sec. 38, eff. Sept. 
1, 2003;  Sec. B amended by Acts 2003, 78th Leg., ch. 238, Sec. 38, 
eff. Sept. 1, 2003.






Art. 9.11. Application to Foreign and Interstate Commerce                     

A. The provisions of this Act shall apply to commerce with foreign 
nations and among the several states only in so far as the same may 
be permitted under the provisions of the Constitution of the United 
States.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.                     






Art. 9.12. Reservation of Power                                               

A. The Legislature shall at all times have power to prescribe such 
regulations, provisions, and limitations as it may deem advisable, 
which regulations, provisions, and limitations shall be binding 
upon any and all corporations subject to the provisions of this Act, 
and the Legislature shall have power to amend, repeal, or modify 
this Act.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.                     






Art. 9.13. Effect of Invalidity of Part of This Act                           

A. If a court of competent jurisdiction shall adjudge to be invalid 
or unconstitutional any clause, sentence, subsection, section, or 
Article of this Act, such judgment or decree shall not affect, 
impair, invalidate, or nullify the remainder of this Act, but the 
effect thereof shall be confined to the clause, sentence, 
subsection, section, or Article of this Act so adjudged to be 
invalid or unconstitutional.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.                     






Art. 9.14. To what Corporations This Act Applies;  Procedure for 
Adoption of Act by Existing Corporations

A. This Act applies to each domestic corporation and to each foreign 
corporation that is transacting business in this state, regardless 
of whether the foreign corporation is registered to transact 
business in this state.  This Act does not apply to domestic 
corporations organized under any statute other than this Act or to 
any foreign corporations granted authority to transact business 
within this State under any statute other than this Act;  provided, 
however, that if any domestic corporation was heretofore or is 
hereafter organized under or is governed by a statute other than 
this Act or the Texas Non-Profit Corporation Act (Article 1396-1.01 
et seq., Vernon's Texas Civil Statutes) that contains no provisions 
in regard to some of the matters provided for in this Act, or any 
foreign corporation was heretofore or is hereafter granted 
authority to transact business within this State under a statute 
other than this Act or the Texas Non-Profit Corporation Act that 
contains no provisions in regard to some of the matters provided for 
in this Act in respect of foreign corporations, or if such a statute 
specifically provides that the general laws for incorporation or 
for the granting of a certificate of authority to transact business 
in this State, as the case may be, shall supplement the provisions 
of such statute, then the provisions of this Act shall apply to the 
extent that they are not inconsistent with the provisions of such 
other statute;  provided further, however, that this Act shall not 
apply to any domestic corporation organized under or governed by 
the Texas Non-Profit Corporation Act or any foreign corporation 
granted authority to transact business within this State under the 
Texas Non-Profit Corporation Act.

B. For a period of five (5) years from and after the effective date 
of this Act, it shall not apply to any domestic corporation duly 
chartered or existing on said effective date or to any foreign 
corporation holding, on that date, a valid permit to do business in 
this State, unless such domestic or foreign corporation shall, 
during such period of five (5) years, voluntarily elect to adopt the 
provisions of this Act and shall comply with the procedure 
prescribed by Section C of this Article.

C. During the period of five (5) years from and after the effective 
date of this Act, any domestic corporation duly chartered or 
existing prior to said effective date and any foreign corporation 
holding a valid permit to do business in this State, prior to the 
effective date of this Act, may voluntarily elect to adopt the 
provisions of this Act and may become subject to its provisions by 
taking the following steps:

(1) As to domestic corporations, a resolution reciting that the 
corporation voluntarily adopts this Act shall be adopted by the 
board of directors and shareholders by the procedure prescribed by 
this Act for the amendment of articles of incorporation.  As to 
foreign corporations, a resolution shall be adopted by the board of 
directors, reciting that the corporation voluntarily adopts this 
Act.

(2) Upon adoption of the required resolution or resolutions, an 
instrument shall be executed in duplicate by the corporation by its 
president or a vice president and by its secretary or an assistant 
secretary, and verified by one of the officers signing such 
statement, which shall set forth:

(a) The name of the corporation.                                              

(b) Each resolution adopted by the corporation.                               

(c) The date of the adoption of each resolution.                              

(d) The post office address of its initial registered office, and 
the name of its initial registered agent at such address.

(3) Duplicate originals of such document shall be delivered to the 
Secretary of State.  If the Secretary of State finds that such 
document conforms to law, he shall, when all fees and franchise 
taxes have been paid as prescribed by law:

(a) Endorse on each of such duplicate originals the word "Filed," 
and the month, day, and year of the filing thereof.

(b) File one of such duplicate originals in his office.                       

(c) Deliver the other duplicate original to the corporation or its 
representative.

(4) Upon the filing of such document, all provisions of this Act 
shall thereafter apply to the corporation.

D. Except for the exceptions and limitations of Section A of this 
Article, this Act shall apply to all domestic corporations 
organized after the date on which this Act becomes effective and to 
all foreign corporations transacting, or seeking to transact, 
business within this State and not holding, on the effective date of 
this Act, a valid permit so to do, and to all domestic and foreign 
corporations electing within five (5) years to adopt this Act and 
manifesting their election in the manner provided in Section C of 
this Article.

E. Effective September 6, 1960, this Act shall apply to all domestic 
corporations and to all foreign corporations transacting or seeking 
to transact business in this State, except for the exceptions and 
limitations of Section A of this Article and with the further 
exception that no domestic corporation existing at the time that 
this Act becomes effective and no foreign corporation holding a 
valid permit to do business in this State at the time this Act 
becomes effective, which has not adopted this Act prior to 
September 6, 1960 by complying with Section C of this Article and 
which has not amended its articles of incorporation or its 
certificate of authority, as the case may be, after this Act becomes 
applicable thereto, shall be deemed to have failed to comply with 
the provisions of this Act by reason of the fact that:

(1) The name of such corporation does not conform with the 
provisions of Articles 2.05A(1) and 8.03A(1) of this Act provided 
such name does conform with the other provisions of this Act and all 
other laws of this State.

(2) Such corporation has never received for the issuance of shares 
consideration of the value of at least One Thousand Dollars 
($1,000) in conformity with the minimum requirements of this Act.

If any such corporation should amend its articles of incorporation 
or its certificate of authority, as the case may be, after this Act 
becomes applicable thereto, such corporation must, simultaneously 
with or prior to filing such amendment with the Secretary of State, 
take such action as may be necessary to bring such corporation into 
conformity with the provisions of this Act.

F. Except for domestic and foreign corporations organized for the 
purposes set forth in Section A above, each domestic corporation 
existing on September 6, 1955, which meanwhile has not been 
dissolved nor adopted this Act by complying with Section C of this 
Article and each foreign corporation holding a valid permit to do 
business in this State on September 6, 1955, which meanwhile has not 
surrendered its permit nor adopted this Act by complying with 
Section C of this Article, shall execute and file, as a part of its 
annual report required to be filed for franchise tax purposes under 
Article 7089 of the Revised Civil Statutes of Texas between January 
1 and March 15, 1960, the following described statement:

(1) Such statement shall be executed in duplicate by the president 
or a vice-president and by the secretary or an assistant secretary 
of the corporation, and verified by one of the officers signing such 
statement, and shall set forth:

(a) The name of the corporation;                                              

(b) The post office address of its initial registered office, and 
the name of its initial registered agent at such address;

(c) That such designation and appointment was authorized by 
resolution duly adopted by its board of directors.

(2) Duplicate originals of such statement shall be delivered to the 
Secretary of State.  If the Secretary of State finds that such 
statement conforms to law, he shall when all fees and franchise 
taxes have been paid as prescribed by law:

(a) Endorse on each of such duplicate originals the word "Filed", 
and the month, day and year of the filing thereof;

(b) File one of such duplicate originals in his office;                       

(c) Deliver the other duplicate original to the corporation or its 
representative.

(3) No fee shall be charged for the filing of such statement.                 

(4) Such statement shall not become effective until September 6, 
1960, and the registered office and registered agent designated 
therein may be changed at any time in accordance with the provisions 
of this Act.

(5) Such statement shall be deemed to be a part of the annual report 
for franchise tax purposes, and failure to file such statement 
shall subject the corporation to the penalties set forth in 
Articles 7089 et seq. of the Revised Civil Statutes of Texas for 
failure to file an annual report.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1959, 56th Leg., p. 224, ch. 132, Sec. 1 to 3;  Acts 1989, 71st 
Leg., ch. 801, Sec. 44, eff. Aug. 28, 1989.

Sec. A amended by Acts 2003, 78th Leg., ch. 238, Sec. 39, eff. Sept. 
1, 2003.






Art. 9.15. Extent to Which Existing Laws Shall Remain Applicable to 
Corporations

A. Except as provided in the last preceding Article, existing 
corporations shall continue to be governed by the laws heretofore 
applicable thereto.

B. Except as provided in Section B of Article 9.16 of this Act, any 
special limitations, obligations, liabilities, and powers, 
applicable to a particular kind of corporation for which special 
provision is made by the laws of this State, including, (but not 
excluding other corporations) those corporations subject to 
supervision under Article 1524a of the Revised Civil Statutes of 
Texas, shall continue to be applicable to any such corporation, and 
this Act is not intended to repeal and does not repeal the statutory 
provisions providing for these special limitations, obligations, 
liabilities, and powers.

C. Provided that nothing in this Act shall in anywise affect or 
nullify the Antitrust Laws of this State.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.                     






Art. 9.16. Repeal of Existing Laws;  Extent and Effect Thereof                

A. Subject to the provisions of the two last preceding Articles of 
this Act and of Section C of Article 2.02 of this Act and Section B 
of this Article, and excluding any existing general act not 
inconsistent with any provision of this Act, no law of this State 
pertaining to private corporations, domestic or foreign, shall 
hereafter apply to corporations organized under this Act, or which 
obtain authority to transact business in this State under this Act, 
or to existing corporations which adopt this Act.

B. Chapter 15 of Title 32, Revised Civil Statutes of Texas, 1925, as 
amended, is hereby repealed effective five (5) years after the date 
on which this Act becomes effective;  provided that such Chapter 15, 
Title 32, shall not hereafter apply to corporations organized under 
this Act, or which obtain authority to transact business in this 
State under this Act, or to existing corporations which adopt this 
Act.

C. The repeal of a prior act by this Act shall not affect any right 
accrued or established, or any liability or penalty incurred, under 
the provisions of such Act, prior to the repeal thereof.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.