Tex. Bus. Orgs. Code Section 3.201
Certificated or Uncertificated Ownership Interest; Applicability


(a)

Ownership interests in a domestic entity may be certificated or uncertificated.

(b)

The ownership interests in a for-profit corporation, real estate investment trust, or professional corporation must be certificated, except to the extent a governing document of the entity or a resolution adopted by the governing authority of the entity provides that some or all of the classes or series of the ownership interests are uncertificated or that some or all of the ownership interests in any class or series of the ownership interests are uncertificated. The entity may have outstanding both certificated and uncertificated ownership interests of the same class or series. If a domestic entity changes the form of its ownership interests from certificated to uncertificated, a certificated ownership interest subject to the change becomes an uncertificated ownership interest only after the certificate is surrendered to the domestic entity.

(c)

Ownership interests in a domestic entity, other than a domestic entity described by Subsection (b), are uncertificated unless this code or the governing documents of the domestic entity state that the interests are certificated.

(d)

Sections 3.202-3.205 do not apply to a partnership or a limited liability company except to the extent that the governing documents of the partnership or limited liability company specify.

(e)

The governing documents of a partnership or a limited liability company may:

(1)

provide that an owner’s ownership interest may be evidenced by a certificate of ownership interest issued by the entity;

(2)

provide for the assignment or transfer of ownership interests represented by certificates; and

(3)

make other provisions with respect to the certificate.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 4, eff. September 1, 2015.

Source: Section 3.201 — Certificated or Uncertificated Ownership Interest; Applicability, https://statutes.­capitol.­texas.­gov/Docs/BO/htm/BO.­3.­htm#3.­201 (accessed Mar. 16, 2024).

3.001
Formation and Existence of Filing Entities
3.002
Formation and Existence of Nonfiling Entities
3.003
Duration
3.004
Organizers
3.005
Certificate of Formation
3.006
Filings in Case of Merger or Conversion
3.007
Supplemental Provisions Required in Certificate of Formation of For-profit or Professional Corporation
3.008
Supplemental Provisions Required in Certificate of Formation of Close Corporation
3.009
Supplemental Provisions Required in Certificate of Formation of Nonprofit Corporation
3.010
Supplemental Provisions Required in Certificate of Formation of Limited Liability Company
3.011
Supplemental Provisions Regarding Certificate of Formation of Limited Partnership
3.012
Supplemental Provisions Required in Certificate of Formation of Real Estate Investment Trust
3.013
Supplemental Provisions Required in Certificate of Formation of Cooperative Association
3.014
Supplemental Provisions Required in Certificate of Formation of Professional Entity
3.015
Supplemental Provisions Required in Certificate of Formation of Professional Association
3.051
Right to Amend Certificate of Formation
3.052
Procedures to Amend Certificate of Formation
3.053
Certificate of Amendment
3.054
Execution of Certificate of Amendment of For-profit Corporation
3.055
Supplemental Provisions for Certificate of Amendment of Real Estate Investment Trust
3.056
Effect of Filing of Certificate of Amendment
3.057
Right to Restate Certificate of Formation
3.058
Procedures to Restate Certificate of Formation
3.059
Restated Certificate of Formation
3.060
Supplemental Provisions for Restated Certificate of Formation for For-profit Corporation or Professional Corporation
3.061
Supplemental Provisions for Restated Certificate of Formation for Nonprofit Corporation
3.062
Supplemental Provisions for Restated Certificate of Formation for Real Estate Investment Trust
3.063
Effect of Filing of Restated Certificate of Formation
3.101
Governing Authority
3.102
Rights of Governing Persons in Certain Cases
3.103
Officers
3.104
Removal of Officers
3.105
Rights of Officers in Certain Cases
3.151
Books and Records for All Filing Entities
3.152
Governing Person’s Right of Inspection
3.153
Right of Examination by Owner or Member
3.201
Certificated or Uncertificated Ownership Interest
3.202
Form and Validity of Certificates
3.203
Signature Requirement
3.204
Delivery Requirement
3.205
Notice for Uncertificated Ownership Interest
3.251
Definitions
3.252
Provisions in Governing Documents
3.255
Effect of Emergency Action
3.0611
Supplemental Provisions for Restated Certificate of Formation for Limited Liability Company
3.2535
Actions During Emergency Period

Accessed:
Mar. 16, 2024

§ 3.201’s source at texas​.gov