Tex. Bus. Orgs. Code Section 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 (Definitions), 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 (Definitions), 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: Section 3.008 — Supplemental Provisions Required in Certificate of Formation of Close Corporation, https://statutes.­capitol.­texas.­gov/Docs/BO/htm/BO.­3.­htm#3.­008 (accessed Jun. 5, 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
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Accessed:
Jun. 5, 2024

§ 3.008’s source at texas​.gov