Texas Corporate Bylaws and Organizational Consents Template
For a newly incorporated for-profit corporation with one or a few shareholders that needs its bylaws, its first board consent and its first shareholders' consent. This edition of the form is completed for Texas: the governing statute, filing office and document names below are already typed in, and the clauses Texas law treats differently from the state-neutral version have been adjusted.
Buy and download
What the Texas edition already fills in
Governing law line on the cover: Texas — Texas Business Organizations Code, Title 2, Chapter 21 (For-Profit Corporations), together with Title 1.
| Item | Texas |
|---|---|
| LLC statute | Texas Business Organizations Code, Title 3, Chapter 101 (Limited Liability Companies), together with Title 1 |
| Formation document (LLC) | Certificate of Formation (Form 205) |
| Filing office | Texas Secretary of State |
| Annual filings | Franchise tax report and Public Information Report with the Comptroller by May 15 |
| Final filing on dissolution (LLC) | Certificate of Termination (Form 651), with a Certificate of Account Status from the Comptroller |
| Business corporation statute | Texas Business Organizations Code, Title 2, Chapter 21 (For-Profit Corporations), together with Title 1 |
| Charter document (corporation) | Certificate of Formation (Form 201) |
| Publication requirement | None |
| Community property | Yes — a spouse may hold a community interest in a membership interest acquired during marriage; use the spousal acknowledgment or consent |
| Note | The statute calls the document a "company agreement" (Tex. Bus. Orgs. Code § 101.001(1)). |
What is inside
- Bylaws: Key Terms table + 8 articles — offices and records, shareholders (meetings, notice, quorum, voting, written consent), board of directors, officers, duties and interested transactions, indemnification and advancement, shares and transfers, general
- Organizational Consent of the incorporator and directors (adopts bylaws, elects officers, issues shares, bank, EIN and tax elections) · Shareholders' Written Consent
- Instruction Sheet: single-director corporations, quorum and voting, written consents, officers, interested directors, indemnification, transfer restrictions, after-signing checklist, when the form is not enough
How it works
- Buy and download the zip (Word .docx files).
- Open the Instruction Sheet; it explains every field in plain language.
- Open the Texas edition and replace each yellow [BRACKETED FIELD].
- Delete the cover page, print or sign electronically, keep the signed original with your records.
Questions
Is this corporate bylaws and organizational consents valid in Texas?
Yes. The Texas edition is the state-neutral form with the Texas statute, filing office and document names typed in, and the clauses Texas treats differently adjusted. It is a template you complete yourself; have an attorney licensed in Texas review it if your situation is unusual.
What file do I get?
A zip with the Texas edition and all other 50 state editions, each as Word (.docx) files in English and Spanish, plus the Instruction Sheet. Open in Microsoft Word, Google Docs or LibreOffice.
How do I complete it?
Open the Instruction Sheet first. Replace each yellow [BRACKETED FIELD] with your information, delete the options you do not use, delete the cover page, then print or e-sign.
Do I need a notary or a lawyer?
The Instruction Sheet says when a signature needs a notary and lists the situations where the form is not enough and an attorney should review it.
Other Texas templates
- Texas Single-Member LLC Operating Agreement
- Texas Multi-Member LLC Operating Agreement
- Texas LLC Resolutions and Written Consents Pack
- Texas LLC Membership Interest Purchase Agreement (Member Buyout)
- Texas LLC Dissolution and Winding-Up Kit
- Texas Corporate Resolutions and Secretary's Certificates Pack
- Texas Non-Disclosure Agreement (NDA)
- Texas Independent Contractor Agreement
- Texas Services Agreement (Provider-Side)
- Texas Promissory Note with Optional Guaranty
- Texas Commercial Lease Agreement
- Texas Employment Offer Letter + Employee Confidentiality Agreement
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