The Texas Business Organizations Code (TBOC):
a five-minute guide
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The Texas Business Organizations Code (TBOC):
What is the Texas Business Organizations Code (the "Code" or "TBOC")?
The TBOC is the codification of statutes governing most for-profit and non-profit entities in Texas that:
- Was enacted by the legislature in 2003 and extensively amended in 2005,
- Became effective on January 1, 2006, and
- Completely replaced the prior law it amended and codified on January 1, 2010
What are the principal types of entities the TBOC governs?
- Corporations – for-profit, non-profit, and professional
- LLCs and PLLCs
- Partnerships – general, limited, and limited liability
- Professional associations
- Cooperative associations
- REITs
What key changes did the TBOC make?
- Reorganized and restructured the law it replaced
- Simplified and standardized filing procedures and other provisions among entities
- Re-named most filing documents for Code entities
- Raised most filing fees for both pre-Code and Code entities (and lowered certain fees, too)
- Introduced new terminology and concepts
- Provided an amnesty period from Jan. 1-30, 2006 for unregistered foreign entities doing business in Texas
- Subjected more foreign entities to registration and to penalties for failure to register
What was affected by the TBOC changes?
- Filing fees for all entities, regardless of formation date
- All entities became governed by the TBOC on Jan 1, 2010
- Initial limited liability partnership ("LLP") registrations, both domestic and foreign
- Renewals of existing LLP registrations, both domestic and foreign
- Initial foreign entity registrations on or after January 1
- Foreign nonfiling entities such as general partnerships and LLPs (except non-US LLPs)
While LLP registrations are governed by the Code after their renewal in 2006, other aspects of the LLP will continue to be governed by prior law.
What were the most common filing fees that changed?
| Selected state filing fees that go up (amounts include $25 expedite fee) |
2005 | 2006 |
|---|---|---|
| Form a PA | $225.00 | $775.00 |
| Form an LLC | $225.00 | $325.00 |
| Register an out-of-state LLC | $525.00 | $775.00 |
| Amend an LLC | $125.00 | $175.00 |
| All other LLC filing fees | rise to corporate price | |
| Convert or merge an entity Mergers and conversions now require a fee for any new entity formed. |
rise by $300-$825 | |
What key terms were renamed by the TBOC?
To see a longer list of terms renamed by the TBOC, click here.
What were the most important new terms introduced by the TBOC?
| TBOC Term | Definition |
|---|---|
| domestic entity | an organization formed under or whose internal affairs are governed by the TBOC. The term "entity" may refer to a domestic or foreign entity. |
| filing entity | a domestic entity that is a corporation, limited partnership, limited liability company, professional association, cooperative, or real estate investment trust (i.e. all entities that require a filing for their formation) |
| governing authority/person | a person or group of persons who are entitled to manage and direct the affairs of an entity under the Code and the governing documents of the entity, not to include officers |
| governing documents | the certificate of formation for a domestic filing entity or the document or agreement under which a domestic nonfiling entity is formed; and the other documents or agreements adopted by the entity under the TBOC to govern the formation and the internal affairs of the entity |
| LLLP or triple LP | a limited liability limited partnership, that is, a limited partnership registered as a limited liability partnership |
| nonfiling entity | a domestic entity that is not a filing entity, including a domestic general partnership, LLP, and non-profit association |
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