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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.
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.
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?.