Colorado Articles 5.11, 5.12, and 5.13 of the Texas Business Corporation Act outline important provisions and regulations that govern the operation and management of corporations in the state of Texas. These articles address various aspects from indemnification and liability to shares and dividends. Here is a detailed description of each article: 1. Colorado Article 5.11: Indemnification and Liability Colorado Article 5.11 of the Texas Business Corporation Act focuses on indemnification and liability provisions for corporate directors, officers, employees, and agents. It outlines the conditions under which corporations are allowed to indemnify individuals for expenses incurred during legal proceedings, such as lawsuits or investigations resulting from their corporate duties. This article also sets forth the limitations and criteria for indemnification, ensuring responsible corporate governance. 2. Colorado Article 5.12: Shares and Dividends Colorado Article 5.12 of the Texas Business Corporation Act deals with various aspects of shares and dividends for corporations. This article covers the authorization, issuance, rights, and classes of shares that corporations can offer. It also outlines the requirements and procedural guidelines for declaring and distributing dividends to shareholders. Additionally, Article 5.12 addresses any restrictions or limitations on the payment of dividends, ensuring fair and transparent practices. 3. Colorado Article 5.13: Governing Shares and Domestication Colorado Article 5.13 of the Texas Business Corporation Act primarily addresses the governing provisions relating to shares and the process of domestication. It outlines the regulations regarding the voting rights associated with different classes of shares, providing guidance on the composition and processes of voting for shareholders. This article also covers the process of domesticating a corporation, which involves transferring its jurisdiction of incorporation from one state to another, explaining the necessary steps and requirements involved. Different types of Colorado Articles 5.11, 5.12, and 5.13 of the Texas Business Corporation Act are not specifically named. Instead, these articles represent sections within the overarching Act that cover specific topics related to corporate governance, indemnification, shares, dividends, and domestication, respectively. Overall, these articles play a crucial role in providing clear guidelines and regulations for corporations operating in Texas, promoting transparency, accountability, and responsible business practices.
Colorado Articles 5.11, 5.12 and 5.13 of Texas Business Corporation Act
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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?.
The BOC was enacted in 2003. It was effective as of January 1, 2006 though it provided a transition period during which some entities were governed by the BOC and others were governed by the statutes under which they were formed.
Action by Directors. (a) The act of a majority of the directors present at a meeting at which a quorum is present at the time of the act is the act of the board of directors of a corporation, unless the act of a greater number is required by the certificate of formation or bylaws of the corporation or by this code.
The Uniform Commercial Code allows a creditor, typically a financial institution or lender, to notify other creditors about a debtor's assets used as collateral for a secured transaction by filing a public notice (financing statement) with a particular filing office.
The TBOC is the codification of statutes governing most for-profit and non-profit entities in Texas that: Was enacted by the legislature in 2003 and extensively amended in 2005, Became effective on January 1, 2006, and. Completely replaced the prior law it amended and codified on January 1, 2010.