Tex.
Bus. Orgs. Code Section 402.005
Applicability to Existing Entities
(a)
On or after January 1, 2010, if a domestic entity formed before January 1, 2006, or a foreign filing entity registered with the secretary of state to transact business in this state before January 1, 2006, has not taken the actions specified by Section 402.003 (Early Adoption of Code by Existing Domestic Entity) or 402.004 (Early Adoption of Code by Registered Foreign Filing Entity) to elect to adopt this code:(1)
this code applies to the entity and all actions taken by the managerial officials, owners, or members of the entity, except as otherwise expressly provided by this title;(2)
if the entity is a domestic or foreign filing entity, the entity is not considered to have failed to comply with this code if the entity’s certificate of formation or application for registration, as appropriate, does not comply with this code;(3)
if the entity is a domestic filing entity, the entity shall conform its certificate of formation to the requirements of this code when it next files an amendment to its certificate of formation; and(4)
if the entity is a foreign filing entity, the entity shall conform its application for registration to the requirements of this code when it next files an amendment to its application for registration.(b)
On or after January 1, 2010, and to the extent provided in Subchapter A, Chapter 23 (Special-purpose Corporations), this code applies to a corporation created under a special statute of this state outside this code before January 1, 2006. The corporation, if its certificate of formation, or equivalent governing document, is filed with the secretary of state, may elect for this code to apply to the corporation at any time on or after January 1, 2006, and prior to January 1, 2010, to the extent provided in Subchapter A, Chapter 23 (Special-purpose Corporations), by filing a statement and taking other actions in a manner similar to a domestic filing entity under Section 402.003 (Early Adoption of Code by Existing Domestic Entity).(c)
A domestic or foreign filing entity is not considered to have failed to comply with Subsection (a)(3) or (4) because:(1)
the certificate of formation does not state the type of entity formed;(2)
the application for registration or any amendment to the registration:(A)
does not state the entity’s type; or(B)
does not include the appointment of the secretary of state as agent for service of process, notice, or demand under the circumstances provided by Section 5.251 (Failure to Designate Registered Agent); or(3)
a circumstance described by Section 402.0051 (Effect of References to Prior Law and Use of Synonymous Terms) applies.
Source:
Section 402.005 — Applicability to Existing Entities, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.402.htm#402.005 (accessed Jun. 5, 2024).
