Texas Codes

Tex. Bus. Orgs. Code § 3.008 (2026)

Supplemental Provisions Required In Certificate Of Formation Of Close Corporation

✓ current as of May 2026

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Sec. 3.008. SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF CLOSE CORPORATION. (a) In addition to a provision required or permitted to be stated in the certificate of formation of a for-profit or professional corporation under Section 3.007, the certificate of formation of a close corporation, whether original, amended, or restated, must include the sentence, "This corporation is a close corporation."

(b) The certificate of formation of the close corporation may contain:

(1) a provision contained or permitted to be contained in a shareholders' agreement conforming to Subchapter O, Chapter 21, that the organizers elect to include in the certificate of formation; or

(2) a copy of a shareholders' agreement that conforms to Subchapter O, Chapter 21, and that may be filed in the manner provided by Section 21.212.

(c) A provision contained in the certificate of formation under Subsection (b) must be preceded by a statement that the provision is subject to the corporation remaining a close corporation.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Amended by:

Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 11, eff. September 1, 2007.

Notes of Decisions

Cited in 1 case, 2020–2020 · leading case: David A. Skeels v. Jonathan T. Suder, Michael T. Cooke, & Friedman, Suder & Cooke, P.C. (Tex. App. 2020).

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David A. Skeels v. Jonathan T. Suder, Michael T. Cooke, & Friedman, Suder & Cooke, P.C. (Tex. App. 2020). “See Tex. Bus. Orgs. Code Ann. §§ 3.008 , 21.701(1), 21.”

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