Texas Corporation Law

The Texas Business Corporation Act defines Corporation or Domestic Corporation as a corporation incorporated for profit under the rules of the state of Texas.  One or more persons may act as the incorporator or incorporators of a corporation.  Such corporations have the liberty to engage in any lawful business unless a more limited purpose is set forth in its articles of incorporation.  Each corporation shall maintain a registered office and registered agent in the state of Texas.  The registered office need not be the same as any of its places of business.

Unless its articles of incorporation provide otherwise a corporation has perpetual duration and succession in its corporate name.  It has the same powers as a natural person to do all things necessary to carry out its business.  Name of a corporation shall contain the word “corporation”, “incorporated”, “company” or “limited” or the abbreviation “corp.”, “inc.”, “co.” or “ltd.” or shall contain an abbreviation of one of such words, and shall contain such additional words as may be required by law.  A corporation shall not contain language implying that the corporation is organized for a purpose other than that stated in its articles of incorporation.

The corporate existence of a corporation begins when the articles of incorporation is filed.  After incorporation the initial directors shall hold an organizational meeting to complete the organization of the corporation by appointing officers and carrying on any other business brought before the meeting.

The board of directors may adopt initial bylaws for the corporation.  The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation.  The bylaws shall not be inconsistent with its articles of incorporation or with the laws of the state of Texas.

All corporate powers shall be exercised by or under the authority of its board of directors.  The authority of the board of directors shall be subject to any limitation set forth in the articles of incorporation.

The articles of incorporation or bylaws may prescribe qualifications for directors.  A director need not be a resident of the state of Texas or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.

The articles of incorporation shall prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue.  If more than one class of shares is authorized the articles of incorporation shall prescribe a distinguishing designation for each class.

A corporation may hold the annual shareholders’ meeting in or outside the state of Texas at the place stated in or fixed in accordance with the bylaws.  If no place is stated in or fixed in accordance with the bylaws, the corporation shall hold the annual meeting at its principal office.  Failure to hold the annual meeting at the designated time shall not work a dissolution of the corporation.

To learn more about Texas corporations, please visit the Texas Secretary of State Corporations website.


Inside Texas Corporation Law