Corporate bylaws are a company's foundational governing document. They lay out how things should run day-to-day and the processes for making important decisions. They serve as a legal contract between the corporation and its shareholders, directors, and officers and set the protocol for how the organization operates.
Under Article 2.21 of the Texas Business Corporation Act (TBCA), for example, shareholders or affiliates cannot be held liable for a corporation's contractual obligations unless they caused the corporation to be used to perpetrate “an actual fraud… primarily for the purpose of personal benefit”.
Corporate bylaws are legally required in Texas. Don't mess with Texas—skipping this step could have serious consequences.
Corporate bylaws are legally required in Texas. Don't mess with Texas—skipping this step could have serious consequences.
To start a Series LLC in Texas, you must submit a Certificate of Formation to the Texas Secretary of State and include a supplemental Series LLC provision on your certificate authorizing the establishment of series within your Texas Series LLC. You can file this document online, by mail, or in person.
The secretary of state does not maintain the bylaws or tax exempt filings of any nonprofit organization. Some organizations that have obtained tax-exempt status from the Internal Revenue Service are required to make certain documents available to the public.
In the US, they're typically created during the incorporation process and detail how decisions get made, who has the authority to make them, and how the company operates. Bylaws give the corporation structure and direction and help avoid confusion or conflict in the future.
Yes. Non-U.S. corporations, LLCs, LPs and financial institutions must register with the secretary of state before transacting business in Texas. Such entities are subject to state franchise tax and federal income tax on certain income.
Limited Liability Company: A Texas limited liability company is created by filing a certificate of formation with the Texas Secretary of State. The Secretary of State provides a form that meets minimum state law requirements. Online filing of a certificate of formation is provided through SOSDirect.
Is Texas a good place to start an LLC? Every state has pros and cons to starting an LLC, but Texas is especially favorable. That's because there is no state income tax or corporate tax and annual maintenance is affordable.