Texas Business Organizations Code 3.015 – Supplemental Provisions Required in Certificate of Formation of Professional Association
(a) In addition to containing the information required under Sections 3.005 and 3.014, the certificate of formation of a professional association must:
(1) be signed by each member of the association; and
(2) state:
(A) the name and address of each original member of the association;
(B) whether the association is to be governed by a board of directors or by an executive committee; and
(C) the name and address of each person serving as an initial member of the board of directors or executive committee of the association.
(b) The certificate of formation of a professional association may contain:
(1) provisions regarding shares or units of ownership in the association;
(2) provisions governing the winding up and termination of the association’s business; and
(3) any other provision consistent with state law regulating the internal affairs of a professional association.
Terms Used In Texas Business Organizations Code 3.015
- Association: means an entity governed as an association under Title 6 or 7. See Texas Business Organizations Code 1.002
- Business: means a trade, occupation, profession, or other commercial activity. See Texas Business Organizations Code 1.002
- Certificate of formation: means :
(A) the document required to be filed with the filing officer under Chapter 3 to form a filing entity; and
(B) if appropriate, a restated certificate of formation and all amendments of an original or restated certificate of formation. See Texas Business Organizations Code 1.002 - Law: means , unless the context requires otherwise, both statutory and common law. See Texas Business Organizations Code 1.002
- Member: means :
(A) in the case of a limited liability company, a person who has become, and has not ceased to be, a member in the limited liability company as provided by its governing documents or this code;
(B) in the case of a nonprofit corporation, a person who has membership rights in the nonprofit corporation under its governing documents;
(C) in the case of a cooperative association, a member of a nonshare or share association;
(D) in the case of a nonprofit association, a person who has membership rights in the nonprofit association under its governing documents; or
(E) in the case of a professional association, a person who has membership rights in the professional association under its governing documents. See Texas Business Organizations Code 1.002 - Person: means an individual or a corporation, partnership, limited liability company, business trust, trust, association, or other organization, estate, government or governmental subdivision or agency, or other legal entity, or a protected series or registered series of a domestic limited liability company or foreign entity. See Texas Business Organizations Code 1.002
- Signed: includes any symbol executed or adopted by a person with present intention to authenticate a writing. See Texas Government Code 311.005
(c) If the certificate of formation of a professional association contains provisions regarding shares in the association, the certificate of formation must also comply with § 3.007.