South Dakota is a state located in the Midwestern region of the United States. It is known for its diverse landscapes, including the iconic Mount Rushmore National Memorial, Badlands National Park, and the expansive Black Hills region. South Dakota offers a rich cultural heritage, with Native American influences, historical landmarks, and a strong agricultural presence. Now shifting gears to the Texas Business Corporation Act, specifically focusing on Articles 5.11, 5.12, and 5.13, these sections of the act outline important regulations and requirements for businesses incorporated in Texas. Here's a breakdown of each article: 1. Article 5.11: This article pertains to the duration and validity of corporation charters. It specifies the duration for which a corporation's charter will remain in effect unless otherwise stated. This article also addresses the possibility of charter revocation or dissolution under certain circumstances. 2. Article 5.12: Article 5.12 deals with the possible amendment of corporation charters. It outlines the procedures and requirements for making changes to a corporation's charter, such as altering the corporation's name, its purpose, or its authorized shares. This article ensures that any alterations to the charter are conducted in a lawful and transparent manner. 3. Article 5.13: Also known as the "Resident Agent" article, Article 5.13 focuses on the appointment and role of a resident agent for a corporation. A resident agent is an individual or entity designated to receive legal documents and official communications on behalf of the corporation. This article specifies the qualifications and obligations of a resident agent, ensuring that the corporation maintains a responsible representative within the state of Texas. It's important to note that these articles specifically refer to the Texas Business Corporation Act and not the South Dakota statutes. Therefore, there might be different articles or sections related to similar topics in South Dakota business laws. However, to provide further information on South Dakota's specific business statutes, it would be necessary to consult the official South Dakota laws and regulations regarding corporations. In summary, South Dakota is a geographically diverse state, while the Texas Business Corporation Act includes articles 5.11, 5.12, and 5.13, which revolve around the duration and validity of charters, the amendment process, and the appointment of resident agents, respectively.
South Dakota Articles 5.11, 5.12 and 5.13 of Texas Business Corporation Act
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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.
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.
Corporate bylaws are legally required in Texas.
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?.