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 (§ 21.057(a)).
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.
- Transferability: Yes.
Emergency Bylaws
Texas doesn’t have any statutes specifically pointing toward emergency bylaws. However, the corporate bylaws statute (§ 21.057(b)) 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.
