(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 § 3.007, 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, 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, and that may be filed in the manner provided by § 21.212.

Terms Used In Texas Business Organizations Code 3.008

  • Certificate of formation: means :
    (A) the document required to be filed with the filing officer under Chapter 3 to form a filing entity; and
    (B) if appropriate, a restated certificate of formation and all amendments of an original or restated certificate of formation. See Texas Business Organizations Code 1.002
  • Close corporation: means a for-profit corporation that elects to be governed as a close corporation in accordance with Subchapter Texas Business Organizations Code 1.002
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Corporation: means an entity governed as a corporation under Title 2 or 7. See Texas Business Organizations Code 1.002

(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.

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