All corporations, regardless of the state, must have a shareholder-elected Board of Directors. An LLC is not required to have a Board of Directors, but can adopt this form of management if the members (the owners of the LLC) choose to do so.
Corporate bylaws establish the rules and roles within your corporation. Bylaws dictate how many officers and directors you can appoint and what their powers and responsibilities will be. Bylaws also establish when and where board and shareholder meetings will be held and how voting will work.
The Texas Business Organizations Code requires that for-profit corporations and professional corporations have at least one director, one president, and one secretary. A single person can be the president, secretary, sole director, and sole shareholder.
Corporations are legally required to adopt bylaws in Texas – Section 21.057 of the Texas Business Organizations Code states that the board of directors of a corporation shall adopt initial bylaws. So, if your company gets caught in a legal battle without bylaws, you could face some serious legal consequences.
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.
An Assumed Name / DBA (Doing Business as) should be filed with the County Clerk's Office in which business is to be conducted. Unincorporated assumed name certificate forms can be completed in person or submitted by mail if notarized.
Corporate bylaws are legally required in Texas. Don't mess with Texas—skipping this step could have serious consequences.
LLCs are not required to have bylaws. However, they are governed by an operating agreement which is like a corporation's bylaws.
Disclosure Requirements Disclosure is mandated by law, often through public records and real property records. Before purchasing a home, buyers must receive a set of documents detailing the HOA's health, such as its covenants, conditions, restrictions, bylaws, rules, and financial statements.
The board president should sign the bylaws and have the secretary attest to the signature or have all board members sign the bylaws. Drafting good nonprofit bylaws is an art that requires careful attention to legal and regulatory requirements.