Corporate bylaws are legally required in Texas. Don't mess with Texas—skipping this step could have serious consequences.
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.
You can file your certificate of formation online or by mail. Texas accepts this filing online via SOSDirect, the state's official portal for e-filing formation documents and other entity-related matters, such as a change of the registered agent and a change of the principal place of business.
Articles of Incorporation (AOI) are what some states, including California, call the primary organization document for a corporation. In Texas, it's called a “Certificate of Formation” and in Delaware it's called a “Certificate of Incorporation.” Many people just refer to these docs as a corporation's charter.
Preparing and filing your articles of incorporation is the first step in starting your business or nonprofit corporation. Approval of this document secures your corporate name and creates the legal entity of the corporation.
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”.
“Piercing the corporate veil” allows parties undertaking business litigation to navigate around this limited liability. Specifically, the phrase details the actions afforded to certain individuals should a business representative create a subsidiary to otherwise take on liability for consumer losses.
Statutory Preemptive Rights. (a) If the shareholders of a corporation have a preemptive right under this subchapter, the shareholders have a preemptive right to acquire proportional amounts of the corporation's unissued or treasury shares on the decision of the corporation's board of directors to issue the shares.
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.