Sample Bylaws for a Texas Professional Corporation
Understanding this form
The Sample Bylaws for a Texas Professional Corporation outline the operational guidelines an organization must follow. This legal form is essential for establishing a clear management structure, defining the roles of officers, and detailing shareholder rights, primarily distinguishing it from other corporate documents by serving as the internal governance blueprint unique to Texas professional corporations.
Main sections of this form
- Corporate structure: Details the corporation's name, principal office, and registered office.
- Meeting protocols: Establishes procedures for annual and special meetings of shareholders.
- Board of Directors: Describes the composition, election process, and powers of the board.
- Officers of the corporation: Defines roles, election, duties, and removal processes for the corporate officers.
- Bylaws amendment process: Outlines how bylaws can be altered or repealed.
- Fiscal year designation: Specifies the corporation's financial reporting period.
When this form is needed
This form is needed when creating a professional corporation in Texas. It is utilized by newly formed corporations to define the operating rules that govern the organization, ensuring compliance with state laws. This helps to prevent disputes among shareholders and provides a framework for managing corporate affairs effectively.
Who can use this document
This form is intended for:
- Professionals starting a new business entity in Texas, such as doctors, lawyers, or accountants.
- Existing Texas professional corporations seeking to formalize or amend their bylaws.
- Corporate attorneys advising clients on corporate governance issues.
Completing this form step by step
- Provide the corporation's name, along with the principal and registered office addresses.
- Specify the date for the annual meeting and the year for the first meeting after incorporation.
- List and name the initial Board of Directors and corporate officers, such as the President and Secretary.
- Detail the processes for shareholder meetings, including notice and quorum requirements.
- Incorporate any particular provisions regarding the amendment of bylaws and the fiscal year.
Notarization requirements for this form
This form usually doesn’t need to be notarized. However, local laws or specific transactions may require it. Our online notarization service, powered by Notarize, lets you complete it remotely through a secure video session, available 24/7.
Avoid these common issues
- Failing to follow the established procedure for notifying shareholders of meetings.
- Neglecting to update bylaws when changes occur in corporate structure or state law.
- Omitting necessary details such as the roles and responsibilities of officers and directors.
Benefits of using this form online
- Convenient: Access and download the bylaws instantly from any device.
- Editability: Tailor the bylaws to fit specific needs before finalizing.
- Accuracy: Forms drafted by licensed attorneys ensure compliance with legal standards.
Form popularity
FAQ
Bylaws are required when the articles of incorporation do not specify the number of directors in a corporation. Any corporation whose articles of incorporation do not specify the number of directors must adopt bylaws before the first meeting of the board of directors specifying the number of directors.
The bylaws are the corporation's operating manual; they describe how the corporation is organized and runs its affairs. You do not file the bylaws with the state, but you need to explain the roles of the corporation's participants, and technology can play a role in carrying out the bylaws.
Corporate bylaws commonly include information that specifies, for example, the number of directors the corporation has, how they will be elected, their qualification, and the length of their terms. It can also specify when, where, and how your board of directors can call and conduct meetings, and voting requirements.
Article I. Name and purpose of the organization. Article II. Membership. Article III. Officers and decision-making. Article IV. General, special, and annual meetings. Article V. Board of Directors.
For a corporation, it's the articles of incorporation. The second concerns the internal operating procedures of the company. For corporations, these are bylaws, and for LLCs, this is an operating agreement. Corporate bylaws give a clear structure to a business, helping it run smoothly.
No, using an attorney is not required. You can file yourself or we can help. What does it cost to incorporate? Texas charges $300 to process your for-profit or professional articles of incorporation.
Though it is not legally required that you draft a corporate bylaw, it is still highly recommended.
Bylaws are required when the articles of incorporation do not specify the number of directors in a corporation.Aside from number of directors, all the matters typically covered in the bylaws are otherwise covered by California statute, which would apply in the absence of any contrary lawful bylaw provision.
Bylaws are required when the articles of incorporation do not specify the number of directors in a corporation. Any corporation whose articles of incorporation do not specify the number of directors must adopt bylaws before the first meeting of the board of directors specifying the number of directors.
