Texas corporate bylaws outline the governance structure and operational protocols that will guide a corporation’s internal affairs. These bylaws, which the board of directors doesn’t have to file with the state, act as a contractual framework among the officers, directors, and shareholders.
Within this collection of internal documents, the board of directors (or the incorporators, depending on when the corporation creates the bylaws) details each party’s responsibilities and roles. They also describe procedures for financial management, voting, and the appointment of corporate roles.
Legal Requirements
Texas requires corporations to create and keep bylaws in their internal records. Explore the legal
- Annual Meetings – These meetings let shareholders vote for the board of directors. [1] If no meeting has been held within a 13-month period, an individual shareholder may petition the court for the meeting to be held.
- Corporate Bylaws – The board of directors can amend or repeal bylaws unless the certificate of formation limits them from doing so. [2]
- Issuance of Stock – The corporation may issue shares for consideration if the board of directors authorizes this act. [3] Stock may be purchased at any price and for any consideration as determined by the board of directors.
Naming Considerations
- Required Words: “Corporation,” “Incorporated,” “Company,” “Limited,” or an abbreviation thereof (choose one).
- Prohibited Words: Don’t use language stating or implying that the entity is organized for impermissible purposes.
- Name Reservation Period: 120 days.
- Renewal Period: Renewable 30 days before the original reservation expires.
- Transferability: Yes.
Emergency Bylaws
Texas doesn’t have any statutes specifically pointing toward emergency bylaws. However, the corporate bylaws statute states that the bylaws can contain provisions for managing and regulating the corporation’s affairs if they’re consistent with the law and the corporation’s certificate of formation. [4]
