Texas Business Organizations Code
Sec. § 3.008
Supplemental Provisions Required in Certificate of Formation of Close Corporation

(a)

In addition to a provision required or permitted to be stated in the certificate of formation of a for-profit or professional corporation under Section 3.007 (Supplemental Provisions Required in Certificate of Formation of For-profit or Professional Corporation), the certificate of formation of a close corporation, whether original, amended, or restated, must include the sentence, “This corporation is a close corporation.”

(b)

The certificate of formation of the close corporation may contain:

(1)

a provision contained or permitted to be contained in a shareholders’ agreement conforming to Subchapter O, Chapter 21 (For-profit Corporations), that the organizers elect to include in the certificate of formation; or

(2)

a copy of a shareholders’ agreement that conforms to Subchapter O, Chapter 21 (For-profit Corporations), and that may be filed in the manner provided by Section 21.212 (Bylaw or Agreement Restricting Transfer of Shares or Other Securities).

(c)

A provision contained in the certificate of formation under Subsection (b) must be preceded by a statement that the provision is subject to the corporation remaining a close corporation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 11, eff. September 1, 2007.
Source
Tex. Legislature
Last accessed
Aug. 7, 2020
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