Texas Laws | Business Organizations Code Any restriction on the transfer of shares in a professional corporation that is imposed by the governing documents of the corporation or an applicable agreement must be: (10062) (1) noted on each certificate representing the shares; or (10063) (2) incorporated by reference in the manner provided by Chapter 21. (10064) Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. (10065) Sec. 303.004. REDEMPTION OF SHARES; PRICE AND TERMS. (10066)(Text)(a) A professional corporation may redeem shares of a shareholder, including a deceased shareholder. (10067) (b) The price and other terms of a redemption of shares may be: (10068) (1) agreed to between the board of directors of the professional corporation and the shareholder or the shareholder's personal representative; or (10069) (2) specified in the governing documents of the professional corporation or an applicable agreement. (10070) Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. (10071) Sec. 303.005. EXISTENCE OF PROFESSIONAL CORPORATION BEFORE WINDING UP AND TERMINATION. (10072)(Text)A professional corporation continues to exist until the winding up and termination of the corporation as provided by Chapter 11 without regard to: (10073) (1) the death, incompetency, bankruptcy, resignation, withdrawal, retirement, or expulsion of any shareholder of the corporation; (10074) (2) the transfer of shares to a new shareholder; or (10075) (3) the occurrence of an event requiring the winding up of a partnership. (10076) Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. (10077) Sec. 303.006. EXECUTION OF CERTIFICATE OF TERMINATION. (10078)(Text)(a) Except as provided by Subsection (b), a certificate of termination filed in accordance with Chapter 11 must be executed by an officer of the professional corporation on behalf of the corporation. (10079) (b) If a professional corporation does not have any living officer, the certificate of termination must be executed by a director of the corporation. If the professional corporation does not have any living director, the certificate of termination must be executed by the legal representative of the last living director of the corporation. (10080) Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. (10081) Amended by: (10082) Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 137, eff. September 1, 2007. (10083) CHAPTER 304. PROVISIONS RELATING TO PROFESSIONAL LIMITED LIABILITY COMPANIES (10084)(Text)Sec. 304.001. APPLICABILITY OF CERTAIN PROVISIONS GOVERNING LIMITED LIABILITY COMPANIES. (10085)(Text)Title 3 applies to a professional limited liability company, unless there is a conflict with this title. (10086) Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. (10087) TITLE 8. MISCELLANEOUS AND TRANSITION PROVISIONS (10088)(Text)CHAPTER 401. GENERAL PROVISIONS (10089)(Text)Sec. 401.001. DEFINITIONS. (10090)(Text)In this title: (10091) (1) "Mandatory application date" means: (10092) (A) for an entity subject to this code under Section 402.001, January 1, 2006; (10093) (B) for an entity subject to this code under Section 402.003 or 402.004, the date of completion of the action required by that section but no earlier than January 1, 2006; and (10094) (C) for any other entity, January 1, 2010. (10095) (2) "Prior law" means the applicable law in effect before January 1, 2006. (10096) Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. (10097) CHAPTER 402. MISCELLANEOUS AND TRANSITION PROVISIONS (10098)(Text)Sec. 402.001. APPLICABILITY UPON EFFECTIVE DATE. (10099)(Text)(a) On or after the effective date of this code, this code applies to: (10100) (1) a domestic entity formed on or after the effective date of this code; (10101) (2) a domestic entity that is a converted entity resulting from a conversion that takes effect on or after the effective date of this code; (10102) (3) a foreign filing entity, or other foreign entity, that is not registered with the secretary of state to transact business in this state before the effective date of this code; and (10103) (4) a foreign nonfiling entity, including a foreign limited liability partnership. (10104) (b) The registration of a domestic limited liability partnership or foreign limited liability partnership under prior law and in effect on the effective date of this code continues to be governed by the prior law until expiration of the current term of registration, unless earlier withdrawn or revoked. (10105) (c) Notwithstanding Subsections (a) and (b), after the effective date of this code, Sections 152.802 and 152.803, instead of prior law, govern a filing with the secretary of state made on behalf of a domestic limited liability partnership registered under prior law. (10106) (d) Notwithstanding Subsection (a), a domestic partnership that files an initial application for registration as a limited liability partnership after the effective date of this code is governed by Subchapter J, Chapter 152. (10107) (e) Except as provided by Subsection (b), on or after the effective date of this code, Subchapter K, Chapter 152, applies to the registration of a foreign limited liability partnership registered under prior law. (10108)
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