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The new Texas Business Organizations Code (TBOC) will become effective on January 1, 2006. The TBOC, passed by the legislature in 2003, will govern all entities (including corporations, LLCs and LPs) formed or qualified after the effective date. The TBOC is a codification of the existing statutes governing non-profit and for-profit entities.
Entities already in existence on the effective date will continue to be governed by the applicable law under which they were created (for example: the Texas Business Corporation Act or the Texas Limited Liability Company Act) until July 1, 2010. However, filing entities may elect to be governed by the TBOC prior to January 1, 2010 by filing an election document with the Texas Secretary of State's Office.
The TBOC is organized into a "hub and spoke" approach. The provisions common to all entity types, such as formation requirements, are located in Title 1. Each distinct entity type then has its own Title which governs matters unique to that particular type of entity.
A copy of the TOBC can be found at www.capitol.state.tx.us/statutes/bo.toc.htm. For additional information you may contact Jody Roberts in our Austin office at 800-345-4647.
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