Texas Business Organizations Manual

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Texas Business
Organizations Manual

  • © 2013, 2015, 2018, 2019
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The newly updated Texas Business Organizations Manual includes the following:

  • 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
  • 42 CLE articles with valuable tips for practitioners

The Texas Business Organizations Manual 2019 supplement adds new practice notes explaining general limited liability company concepts, LLC taxation and audit procedures, rules the Texas secretary of state uses to approve names of newly filed entities, ethical considerations when forming entities, and the registration of trademarks and service marks. It also includes new forms for registering trademarks and service marks and a form with optional LLC company agreement language that addresses tax audit considerations.

The Texas Business Organizations Manual contains over 100 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 hard copy and may also be purchased separately. The digital download contains the full text of the book as a hyperlinked and fully word-searchable PDF file to allow for simple, rapid navigation to topics of interest. All State Bar of Texas–copyrighted forms are available in Word for easy assembly. The digital download includes hyperlinked Texas and federal case and statutory citations so you can go straight to the case or statute you need in the free Casemaker Web Library. Also included are 42 articles from the TexasBarCLE Online Library.

The digital download also contains a custom toolbar for Word forms that allows users to show, hide, print, and delete all instructional material. Other features include prompts to facilitate completing the form.

Finally, the most robust format, the online subscription, provides access to all materials available in the hard copy version as well as all the features of the digital download. Additional features include filtered searches with high-relevancy results, optimized for mobile devices, and user highlights, bookmarks, and annotations that save your work for the next time you log in. The online subscription always contains the most recent updates.

FORMS

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A

Acceptance of Appointment and Consent to Serve as Registered Agent (SOS Form 401‑A), 1‑2
Additional Certificate of Formation Provisions for Establishing Series LLCs, 21‑7
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 a Foreign Limited Liability Company (SOS Form 304), 21‑8
Application for Registration of an Entity Name (SOS Form 502), 2‑7
Application for Registration of a Trade or Service Mark (SOS Form 901), 1‑13
Application for Reinstatement and Request to Set Aside Tax Forfeiture (SOS Form 801), 1‑8
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
Assignment of a Trade or Service Mark (SOS Form 903), 1‑15
Assumed Name Certificate (SOS Form 503), 21‑6

B

Bill of Sale, 22‑14
Business Filings & Trademarks Fee Schedule (SOS Form 806), 1‑17
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), 1‑6
Certificate of Correction (SOS Form 403), 1‑11
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 Merger—Domestic Entity Divisional Merger (SOS Form 621), 7‑10, 24‑3
Certificate of Merger for Nonprofit Corporations (SOS Form 624), 7‑12
Certificate of Reinstatement (SOS Form 811), 1‑9
Certificate of Reinstatement of a Professional Association After Failure to File Annual Statement (SOS Form 814), 1‑10
Certificate of Termination of a Domestic Entity (SOS Form 651), 8‑1, 25‑1
Certificate Representing Ownership Interest, 3‑2, 22‑8
Change by Registered Agent to Name or Address (SOS Form 408), 1‑4
Change of Registered Agent/Office (SOS Form 401), 1‑5
Client Letter Regarding Post-Formation LLC Issues, 21‑10
Common Stock Subscription, 3‑1
Company Agreement [For Series LLC], 22‑7
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

Lease Agreement, 22‑15
Limited Liability Company Checklist, 21‑9

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
Membership Interest Transfer Authorization and Consent, 22‑9

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 of Meeting of Managers to Be Held [date], 22‑11
Notice of Meeting of Members to Be Held [date], 22‑10
Notice to Shareholders of Special Meeting to Consider Merger, 7‑11

O

Optional Provisions for Naming Partnership Representative, 22‑4

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), 1‑3
Renewal Application of a Trade or Service Mark (SOS Form 902), 1‑14
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

Series LLC Company Agreement, 22‑7
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 304 (Application for Registration of a Foreign Limited Liability Company), 21‑8
SOS Form 401 (Change of Registered Agent/Office), 1‑5
SOS Form 401‑A (Acceptance of Appointment and Consent to Serve as Registered Agent), 1‑2
SOS Form 403 (Certificate of Correction), 1‑11
SOS Form 408 (Change by Registered Agent to Name or Address), 1‑4
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), 1‑3
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 621 (Certificate of Merger—Domestic Entity Divisional Merger), 7‑10, 24‑3
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 624 (Certificate of Merger for Nonprofit Corporations), 7‑12
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), 1‑6
SOS Form 647 (Information on Converting a Foreign Entity to a Texas Filing Entity), 1‑7
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), 1‑8
SOS Form 802 (Periodic Report—Nonprofit Corporation), 6‑11
SOS Form 805 (Statement of Event or Fact), 1‑12
SOS Form 806 (Business Filings & Trademarks Fee Schedule), 1‑17
SOS Form 811 (Certificate of Reinstatement), 1‑9
SOS Form 814 (Certificate of Reinstatement of a Professional Association After Failure to File Annual Statement), 1‑10
SOS Form 901 (Application for Registration of a Trade or Service Mark), 1‑13
SOS Form 902 (Renewal Application of a Trade or Service Mark), 1‑14
SOS Form 903 (Assignment of a Trade or Service Mark), 1‑15
SOS Form 904 (Transfer of Trademark Ownership/Change of Registrant’s Name and Request for New Certificate of Trademark Registration), 1‑16
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), 1‑12
Statement of Resolution Establishing Series “A” Preferred Stock, 6‑10
Stock Incentive Plan, 3‑4
Supplemental Provisions for Certificate of Formation, 2‑10

T

Transfer of Trademark Ownership/Change of Registrant’s Name and Request for New Certificate of Trademark Registration (SOS Form 904), 1‑16
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 Consent of Managers in Lieu of Meeting of Managers, 22‑13
Unanimous Consent of Members in Lieu of Meeting of Members, 22‑12
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 Formation and Filing with Texas Secretary of State; Ethics

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 & Indexes

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

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