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?

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?