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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?.
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.