Illinois Articles 5.11, 5.12, and 5.13 refer to specific sections within the Texas Business Corporation Act. Please note that these articles are specific to the Texas Business Corporation Act and not the Illinois state legislation. Here, we will provide a comprehensive description of Articles 5.11, 5.12, and 5.13 of the Texas Business Corporation Act. 1. Illinois Article 5.11 of the Texas Business Corporation Act: Article 5.11 deals with "Amendments to the Certificate of Formation." This section outlines the procedures and requirements for making changes to the certificate of formation, which is the foundational document establishing a corporation in Texas. Corporations may need to amend their certificate due to various reasons such as a change in the company's name, business purpose, or registered agent. This article defines the process for submitting amendments and the necessary documentation required by the Texas Secretary of State. 2. Illinois Article 5.12 of the Texas Business Corporation Act: Article 5.12 focuses on "Amendments and Restatements of Bylaws." Bylaws serve as the internal rules and regulations that govern a corporation's operations. This section explains the procedures for amending or restating these bylaws. It outlines the requirements for notifying shareholders about proposed changes, the voting process, and the documentation that should be maintained by the corporation. Article 5.12 emphasizes the importance of ensuring compliance with both state laws and the corporation's existing bylaws in making any amendments. 3. Illinois Article 5.13 of the Texas Business Corporation Act: Article 5.13 addresses "Merger or Exchange" in the Texas Business Corporation Act. This section provides the legal framework for the merger or exchange of corporations. It outlines the criteria for corporations to engage in such transactions and lays out the process for obtaining shareholder approval. Article 5.13 also specifies the information that must be included in the plan of merger or exchange and the rights and procedures to be followed in case of dissenting shareholders. It is important to note that while the Illinois Articles 5.11, 5.12, and 5.13 are not relevant in the context of the Texas Business Corporation Act, these descriptions offer a comprehensive overview of the actual sections within the Act.
Illinois Articles 5.11, 5.12 and 5.13 of Texas Business Corporation Act
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Bylaws cover a range of topics, including finances, voting, appointing officers and directors, and much more. While you won't need to file your corporate bylaws with the Secretary of State?unlike the Texas Certificate of Formation?every Texas corporation is required to have bylaws.
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 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.
4. The right to make changes in governing documentation: Shareholders can vote for any changes to the governing documents, such as the charter or the bylaws amendments.