Texas Business Organizations Manual

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Texas Business
Organizations Manual

  • Instant Download! Digital Download Features
  • 1 volume; loose-leaf
  • 842 pages
  • Includes supplementation through 2015
  • © 2013, 2015
  • $195.00

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The Texas Business Organizations Manual includes:

  • Forms for forming, reorganizing, and terminating a corporation
  • Company agreements for single-member, member-managed, and manager-managed LLCs
  • Secretary of state forms for corporations and LLCs
  • CLE articles with valuable tips for practitioners

The Texas Business Organizations Manual 2015 supplement, included in the price of the manual, expands the book to include commentary addressing:

  • Business entity formation
  • Organizational filing requirements
  • Reporting, merger, and conversion topics involving corporations
  • Filing and formation issues specific to nonprofit and series LLCs

The supplement also:

  • Adds thirteen secretary of state forms, for your convenience and easy access
  • Updates the short versions of the member-managed and manager-managed LLC company agreements
  • Adds new long versions of the member-managed and manager-managed LLC company agreements
  • Adds a new LLC checklist and basic provisions for establishing series LLCs

The Texas Business Organizations Manual contains 84 forms carefully drafted in simple, concise language. The commentary, thoroughly supported by cited authorities, explains relevant law and procedures. Thorough indexes of authorities cited, forms, and subject matter provide ready access.

The Texas Business Organizations Manual digital download is included at no charge with purchase of the printed manual and may also be purchased separately. The digital download contains the text of the entire manual as an internally hyperlinked, word-searchable PDF file, with all TexasBarBooks forms in Word format, and Texas secretary of state forms in PDF format. The digital download contains a custom toolbar for Word forms that allows users to show, hide, print, and delete all instructional material.

FORMS

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A

Additional Provisions for Establishing Series LLCs, 22-4
Affidavit of Lost Certificate Representing Ownership Interest, 3-3
Agreement and Plan of Corporate Separation (Spin-Off), 7-2
Agreement and Plan of Corporate Separation (Split-Off), 7-3
Agreement and Plan of Corporate Separation (Split-Up), 7-4
Agreement and Plan of Merger, 7-1
Agreement for Redemption of Shares and Recapitalization, 7-5
Application for Registration for a Foreign For-Profit Corporation (SOS Form 301), 2-2
Application for Registration of an Entity Name (SOS Form 502), 2-7
Application for Reinstatement and Request to Set Aside Tax Forfeiture (SOS Form 801), 1-7
Application for Reservation or Renewal of Reservation of an Entity Name (SOS Form 501), 2-6, 21-5
Articles of Merger of [name of parent organization] into [name of subsidiary organization], 7-7
Articles of Merger of [name of subsidiary organization] into [name of parent organization], 7-6
Assumed Name Certificate (SOS Form 503), 21-6

B

Bylaws of [name of corporation] (A Texas Corporation), 2-11

C

Certificate of Amendment (SOS Form 424), 2-3, 21-2
Certificate of Conversion of a Corporation Converting to a General Partnership (SOS Form 631), 5-5
Certificate of Conversion of a Corporation Converting to a Limited Liability Company (SOS Form 632), 5-1
Certificate of Conversion of a Corporation Converting to a Limited Partnership (SOS Form 633), 5-3
Certificate of Conversion of a Corporation Converting to a Real Estate Investment Trust (SOS Form 634), 5-7
Certificate of Conversion of a Limited Liability Company Converting to a Corporation (SOS Form 636), 23-1
Certificate of Conversion of a Limited Liability Company Converting to a General Partnership (SOS Form 635), 23-3
Certificate of Conversion of a Limited Liability Company Converting to a Limited Partnership (SOS Form 637), 23-2
Certificate of Conversion of a Limited Liability Company Converting to a Real Estate Investment Trust (SOS Form 638), 23-4
Certificate of Conversion of a Professional Association Converting to a Professional Limited Liability Company (SOS Form 645), 1-5
Certificate of Correction (SOS Form 403), 1-10
Certificate of Formation—For-Profit Corporation (SOS Form 201), 2-1
Certificate of Formation—Limited Liability Company (SOS Form 205), 21-1
Certificate of Mailing, 6-9
Certificate of Merger—Combination Merger (SOS Form 622), 7-8, 24-1
Certificate of Reinstatement (SOS Form 811), 1-8
Certificate of Reinstatement of a Professional Association After Failure to File Annual Statement (SOS Form 814), 1-9
Certificate of Termination of a Domestic Entity (SOS Form 651), 8-1, 25-1
Certificate Representing Ownership Interest, 3-2
Change by Registered Agent to Name or Address (SOS Form 408), 1-3
Change of Registered Agent/Office (SOS Form 401), 1-4
Common Stock Subscription, 3-1
Consent to Use of Similar Name (SOS Form 509), 1-1 

I

Incentive Stock Option Agreement, 3-5
Indemnification Agreement, 4-6
Information on Converting a Foreign Entity to a Texas Filing Entity (SOS Form 647), 1-6
Irrevocable Proxy, 4-5 

L

Limited Liability Company Checklist, 21-7

M

Manager-Managed Company Agreement [Long Form], 22-6
Manager-Managed Company Agreement [Short Form], 22-3
Member-Managed Company Agreement [Long Form], 22-5
Member-Managed Company Agreement [Short Form], 22-2 

N

Nonqualified Stock Option Agreement, 3-6
Notice of Action Taken by Less-Than-Unanimous Consent, 6-7
Notice of [Annual/Special] Meeting of Shareholders, 6-4
Notice of Meeting of Board of Directors, 6-1
Notice to Shareholders of Special Meeting to Consider Merger, 7-10 

P

Parent-Subsidiary Certificate of Merger—Parent Survivor (SOS Form 623), 7-9, 24-2
Periodic Report—Nonprofit Corporation (SOS Form 802), 6-11
Plan of Conversion [Corporation to General Partnership], 5-6
Plan of Conversion [Corporation to Limited Liability Company], 5-2
Plan of Conversion [Corporation to Limited Partnership], 5-4
Plan of Conversion [Corporation to Real Estate Investment Trust], 5-8
[Preformation] Common Stock Subscription, 3-1
Proxy, 6-8 

R

Rejection of Appointment (SOS Form 428), 1-2
Restated Certificate of Formation with New Amendments (SOS Form 414), 2-4, 21-3
Restated Certificate of Formation without Further Amendments (SOS Form 415), 2-5, 21-4 

S

Shareholders’ Agreement, 4-1
Single-Member Company Agreement, 22-1
SOS Form 201 (Certificate of Formation—For-Profit Corporation), 2-1
SOS Form 205 (Certificate of Formation—Limited Liability Company), 21-1
SOS Form 301 (Application for Registration for a Foreign For-Profit Corporation), 2-2
SOS Form 401 (Change of Registered Agent/Office), 1-4
SOS Form 403 (Certificate of Correction), 1-10
SOS Form 408 (Change by Registered Agent to Name or Address), 1-3
SOS Form 414 (Restated Certificate of Formation with New Amendments), 2-4, 21-3
SOS Form 415 (Restated Certificate of Formation without Further Amendments), 2-5, 21-4
SOS Form 424 (Certificate of Amendment), 2-3, 21-2
SOS Form 428 (Rejection of Appointment), 1-2
SOS Form 501 (Application for Reservation or Renewal of Reservation of an Entity Name), 2-6, 21-5
SOS Form 502 (Application for Registration of an Entity Name), 2-7
SOS Form 503 (Assumed Name Certificate), 21-6
SOS Form 509 (Consent to Use of Similar Name), 1-1
SOS Form 622 (Certificate of Merger—Combination Merger), 7-8, 24-1
SOS Form 623 (Parent-Subsidiary Certificate of Merger—Parent Survivor), 7-9, 24-2
SOS Form 631 (Certificate of Conversion of a Corporation Converting to a General Partnership), 5-5
SOS Form 632 (Certificate of Conversion of a Corporation Converting to a Limited Liability Company), 5-1
SOS Form 633 (Certificate of Conversion of a Corporation Converting to a Limited Partnership), 5-3
SOS Form 634 (Certificate of Conversion of a Corporation Converting to a Real Estate Investment Trust), 5-7
SOS Form 635 (Certificate of Conversion of a Limited Liability Company Converting to a General Partnership), 23-3
SOS Form 636 (Certificate of Conversion of a Limited Liability Company Converting to a Corporation), 23-1
SOS Form 637 (Certificate of Conversion of a Limited Liability Company Converting to a Limited Partnership), 23-2
SOS Form 638 (Certificate of Conversion of a Limited Liability Company Converting to a Real Estate Investment Trust), 23-4
SOS Form 645 (Certificate of Conversion of a Professional Association Converting to a Professional Limited Liability Company), 1-5
SOS Form 647 (Information on Converting a Foreign Entity to a Texas Filing Entity), 1-6
SOS Form 651 (Certificate of Termination of a Domestic Entity), 8-1, 25-1
SOS Form 801 (Application for Reinstatement and Request to Set Aside Tax Forfeiture), 1-7
SOS Form 802 (Periodic Report—Nonprofit Corporation), 6-11
SOS Form 805 (Statement of Event or Fact), 1-11
SOS Form 811 (Certificate of Reinstatement), 1-8
SOS Form 814 (Certificate of Reinstatement of a Professional Association After Failure to File Annual Statement), 1-9
Spin-Off (Type D Reorganization—Agreement and Plan of Corporate Separation), 7-2
Split-Off (Type D Reorganization—Agreement and Plan of Corporate Separation), 7-3
Split-Up (Type D Reorganization—Agreement and Plan of Corporate Separation), 7-4
Statement of Event or Fact (SOS Form 805), 1-11
Statement of Resolution Establishing Series “A” Preferred Stock, 6-10
Stock Incentive Plan, 3-4
Supplemental Provisions for Certificate of Formation, 2-10 

T

Type A Reorganization—Agreement and Plan of Merger, 7-1
Type D Reorganization—Agreement and Plan of Corporate Separation (Spin-Off), 7-2
Type D Reorganization—Agreement and Plan of Corporate Separation (Split-Off), 7-3
Type D Reorganization—Agreement and Plan of Corporate Separation (Split-Up), 7-4
Type E Reorganization—Agreement for Redemption of Shares and Recapitalization, 7-5 

U

Unanimous Consent of Directors in Lieu of Annual Meeting of Board of Directors, 6-2
Unanimous Written Consent of the Directors of [name of corporation], 2-12 

V

Voting Agreement, 4-4
Voting Trust Agreement, 4-2
Voting Trust Certificate, 4-3 

W

Waiver of Notice of Meeting of Board of Directors, 6-3
Waiver of Notice of Meeting of Shareholders, 6-6
Warrant Agreement, 3-7
Written Consent of Shareholders in Lieu of [Annual/Special] Meeting of Shareholders, 6-5 

CONTENTS

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Letter from the President of the State Bar of Texas
Preface
How to Download This Manual
Introduction

Business Entities Generally

1 Organizational Filings

Corporations

2 Organization
3 Ownership
4 Agreements
5 Conversion
6 Corporate Matters
7 Reorganization
8 Termination
9-20 Reserved

Limited Liability Companies

21 Organizational Filings
22 Company Agreements
23 Conversion
24 Merger
25 Termination

Bibliography and Indexes

Bibliography
Statutes and Rules Cited
List of Forms by Title
Subject Index to Forms

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