Changes to Practice Notes
Chapter 2Choice of Entity
§ 2.1Note on Personal Liability
This section is new, and subsequent sections were renumbered accordingly.
§ 2.9Additional Resources
This section is new and provides hyperlinks to Texas secretary of state forms relevant to this chapter.
Chapter 3Unicorporated Entities
This chapter is new.
Chapter 4Formation and Filing
This chapter was renumbered from 3.
§ 4.1Note on Filing Requirements
This section is new, and subsequent sections were renumbered accordingly.
§ 4.2:4Assumed Names
This topic was expanded upon.
§ 4.4Additional Resources
This section is new and provides hyperlinks to Texas secretary of state forms relevant to this chapter.
Chapter 5Postformation Considerations
This chapter was renumbered from 4 and retitled from “Maintaining a Business Entity.”
§ 5.7:4The Role of Insurance
This section is new.
§ 5.8Additional Resources
This section is new and provides hyperlinks to Texas secretary of state forms relevant to this chapter.
Chapter 6Partnerships
This chapter was renumbered from 18 and retitled from “Partnerships and Professional Entities Overview.”
§ 6.5Additional Resources
This section is new and provides hyperlinks to Texas secretary of state forms relevant to this chapter.
Chapter 7LLC Formation
This chapter was renumbered from 5.
§ 7.5:1Who Can Be Registered Agent
A practice tip was added regarding service of process.
§ 7.6Governing Authority
More detail was provided on the distinction between member-managed and manager-managed LLCs.
§ 7.9Additional Resources
This section is new and provides hyperlinks to Texas secretary of state forms relevant to this chapter.
Chapter 8LLC Maintenance
This chapter was renumbered from 6.
§ 8.4:2Failure to File Franchise Tax
A practice tip was added regarding recent amendments to the Texas Tax Code affecting requirements by which the comptroller may send notice.
§ 8.5Additional Resources
This section is new and provides hyperlinks to Texas secretary of state forms relevant to this chapter.
Chapter 9Investing in LLCs
This chapter was renumbered from 7.
Chapter 10LLC Operating Agreements
This chapter was renumbered from 8.
Chapter 11LLC Taxation
This chapter was renumbered from 9.
§ 11.1LLC Taxation Generally
This content was given its own section number and title, and all subsequent sections were renumbered accordingly.
Chapter 12Series LLCs
This chapter was renumbered from 10.
§ 12.3Additional Resources
This section is new and provides hyperlinks to Texas secretary of state forms relevant to this chapter.
Chapter 13Nonprofit LLCs
This chapter was renumbered from 11.
Chapter 14Professional Limited Liability Companies
This chapter is new.
Chapter 18Public Benefit Corporations
This chapter was renumbered from 15.
Chapter 20Nonprofit Corporations Overview
This chapter was renumbered from 17.
§ 20.3:3Board Resolutions
This section is new.
§ 20.3:4Conflict-of-Interest Policy
This section is new.
§ 20.10Additional Resources
This section is new and provides hyperlinks to Texas secretary of state forms relevant to this chapter.
Chapter 21Mergers
This chapter was renumbered from 19.
§ 21.12Additional Resources
This section is new and provides hyperlinks to Texas secretary of state forms and a Texas comptroller form relevant to this chapter.
Chapter 22Conversions
This chapter was renumbered from 20.
§ 22.10Additional Resources
This section is new and provides hyperlinks to Texas secretary of state forms and a Texas comptroller form relevant to this chapter.
Chapter 23Terminations
This chapter was renumbered from 21.
§ 23.14Additional Resources
This section is new and provides hyperlinks to Texas secretary of state forms relevant to this chapter.
Chapter 24Trademarks and Service Marks
This chapter was renumbered from 22.
§ 24.5Additional Resources
This section is new and provides hyperlinks to Texas secretary of state forms relevant to this chapter.
Changes to Forms—2023
Chapter 4Formation and Filing
This chapter was renumbered from 3, and forms 3-1 through 3-7 (reproductions of Texas secretary of state forms) were removed.
Chapter 5Postformation Considerations
This chapter was renumbered from 4 and retitled from “Maintaining a Business Entity.” Forms 4-1 through 4-11 (reproductions of Texas secretary of state forms) were removed.
Chapter 6Partnerships
This chapter was renumbered from 18 and retitled from “Partnerships and Professional Entities Overview.” Forms 18-1 through 18-11 (reproductions of Texas secretary of state forms) were removed.
Chapter 7LLC Formation
This chapter was renumbered from 5, forms 5-1 and 5-2 (reproductions of Texas secretary of state forms) were removed, and subsequent forms were renumbered accordingly.
Chapter 8LLC Maintenance
This chapter was renumbered from 6, and its forms were renumbered accordingly.
Chapter 10LLC Operating Agreements
This chapter was renumbered from 8, and its forms were renumbered accordingly.
Form 10-7Additional and Alternative Clauses for Company Agreements
This form is new.
Chapter 11LLC Taxation
This chapter was renumbered from 9, and form 9-1 was renumbered to 11-1.
Chapter 12Series LLCs
This chapter was renumbered from 10, form 10-2 (reproduction of a Texas secretary of state form) was removed, and forms 10-1 and 10-3 were renumbered to 12-1 and 12-2.
Form 12-3Alternative Clause for Series LLC Company Agreements
This form is new.
Chapter 15Corporate Ownership
This chapter was renumbered from 12, forms 12-1 and 12-2 (reproductions of Texas secretary of state forms) were removed, and subsequent forms were renumbered accordingly.
Form 15-11Minutes of [Annual/Special/Monthly] Meeting of Members of [name of corporation]
This form is new.
Chapter 16Corporate Agreements
This chapter was renumbered from 13, and its forms were renumbered accordingly.
Chapter 17Corporate Matters
This chapter was renumbered from 14, and its forms were renumbered accordingly.
Chapter 19Corporate Reorganization
This chapter was renumbered from 16, and its forms were renumbered accordingly.
Chapter 20Nonprofit Corporations Overview
This chapter was renumbered from 17, and forms 17-1 through 17-3 (reproductions of Texas secretary of state forms) were removed.
Form 20-1Bylaws of [name of corporation]
This form is new.
Form 20-2Corporate Resolution of [name of corporation] [Banking]
This form is new.
Form 20-3Corporate Resolution of [name of corporation] [Electing Director]
This form is new.
Chapter 21Mergers
This chapter was renumbered from 19, forms 19-2 through 19-5 (reproductions of Texas secretary of state forms) were removed, and subsequent forms were renumbered to 21-1 through 21-4 accordingly (form number 19-1 was previously reserved).
Chapter 22Conversions
This chapter was renumbered from 20, forms 20-1 and 20-15 (reproductions of Texas secretary of state forms) were removed, and subsequent forms were renumbered accordingly.
Chapter 23Terminations
This chapter was renumbered from 21, and forms 23-1 through 23-3 (reproductions of Texas secretary of state forms) were removed.
Chapter 24Trademarks and Service Marks
This chapter was renumbered from 22, and forms 22-1 through 22-5 (reproductions of Texas secretary of state forms) were removed.
Chapter 25Ancillary Agreements
This chapter was renumbered from 23, and its forms were renumbered accordingly.