Terms Used In Texas Business Organizations Code Chapter 21 > Subchapter O - Close Corporation

• Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
• Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
• Bequest: Property gifted by will.
• 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
• Close corporation: means a for-profit corporation that elects to be governed as a close corporation in accordance with Subchapter Texas Business Organizations Code 1.002
• Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
• Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
• Conversion: means :
  (A) the continuance of a domestic entity as a non-code organization of any type;
  (B) the continuance of a non-code organization as a domestic entity of any type;
  (C) the continuance of a domestic entity of one type as a domestic entity of another type;
  (D) the continuance of a domestic entity of one type as a foreign entity of the same type that may be treated as a domestication, continuance, or transfer transaction under the laws of the jurisdiction of formation of the foreign entity; or
  (E) the continuance of a foreign entity of one type as a domestic entity of the same type that may be treated as a domestication, continuance, or transfer transaction under the laws of the jurisdiction of formation of the foreign entity. See Texas Business Organizations Code 1.002
• Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
• Corporation: means an entity governed as a corporation under Title 2 or 7. See Texas Business Organizations Code 1.002
• Director: means an individual who serves on the board of directors of a foreign or domestic corporation. See Texas Business Organizations Code 1.002
• Domestic: means , with respect to an entity, that the entity is formed under this code or the entity's internal affairs are governed by this code. See Texas Business Organizations Code 1.002
• Entity: means a domestic entity or foreign entity. See Texas Business Organizations Code 1.002
• Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• Governing documents: means :
  (A) in the case of a domestic entity:
  (i) the certificate of formation for a domestic filing entity or the document or agreement under which a domestic nonfiling entity is formed; and
  (ii) the other documents or agreements adopted by the entity under this code to govern the formation or the internal affairs of the entity; or
  (B) in the case of a foreign entity, the instruments, documents, or agreements adopted under the law of its jurisdiction of formation to govern the formation or the internal affairs of the entity. See Texas Business Organizations Code 1.002
• in writing: includes any representation of words, letters, or figures, whether by writing, printing, or other means. See Texas Government Code 312.011
• Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
• Interest exchange: means the acquisition of an ownership or membership interest in a domestic entity as provided by Subchapter 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
• Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}
• Legislative session: That part of a chamber's daily session in which it considers legislative business (bills, resolutions, and actions related thereto).
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Merger: means :
  (A) the division of a domestic entity into two or more new domestic entities or other organizations or into a surviving domestic entity and one or more new domestic or foreign entities or non-code organizations; or
  (B) the combination of one or more domestic entities with one or more domestic entities or non-code organizations resulting in:
  (i) one or more surviving domestic entities or non-code organizations;
  (ii) the creation of one or more new domestic entities or non-code organizations; or
  (iii) one or more surviving domestic entities or non-code organizations and the creation of one or more new domestic entities or non-code organizations. See Texas Business Organizations Code 1.002
• Month: means a calendar month. See Texas Government Code 312.011
• Non-code organization: means an organization other than a domestic entity. See Texas Business Organizations Code 1.002
• Officer: means an individual elected, appointed, or designated as an officer of an entity by the entity's governing authority or under the entity's governing documents. See Texas Business Organizations Code 1.002
• Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
• Party to the merger: means a domestic entity or non-code organization that under a plan of merger is divided or combined by a merger. 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
• Personal property: All property that is not real property.
• Plan of merger: means a document that conforms with the requirements of Sections Texas Business Organizations Code 1.002
• Quorum: The number of legislators that must be present to do business.
• Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
• Rule: includes regulation. See Texas Government Code 311.005
• Secretary: means the:
  (A) individual designated as secretary of an entity under the entity's governing documents; or
  (B) officer or committee of persons authorized to perform the functions of secretary of an entity without regard to the designated name of the officer or committee. See Texas Business Organizations Code 1.002
• Share: means a unit into which the ownership interest in a for-profit corporation, professional corporation, real estate investment trust, or professional association is divided, regardless of whether the share is certificated or uncertificated. See Texas Business Organizations Code 1.002
• Signature: means any symbol executed or adopted by a person with present intention to authenticate a writing. 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
• Statute: A law passed by a legislature.
• Subscriber: means a person who agrees with or makes an offer to an entity to purchase by subscription an ownership interest in the entity. See Texas Business Organizations Code 1.002
• Succeeding: means immediately following. See Texas Government Code 312.011
• sworn: includes affirm or affirmed. See Texas Government Code 312.011
• Veto: The procedure established under the Constitution by which the President/Governor refuses to approve a bill or joint resolution and thus prevents its enactment into law. A regular veto occurs when the President/Governor returns the legislation to the house in which it originated. The President/Governor usually returns a vetoed bill with a message indicating his reasons for rejecting the measure. In Congress, the veto can be overridden only by a two-thirds vote in both the Senate and the House.
• written: means an expression of words, letters, characters, numbers, symbols, figures, or other textual information that is inscribed on a tangible medium or that is stored in an electronic or other medium that is retrievable in a perceivable form. See Texas Business Organizations Code 1.002