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TBOC: structure and organization

The forms and information on this website are not a substitute for the advice of an attorney.

The TBOC is organized into a hub and spoke system. Title 1, the "hub," contains general provisions applicable to all entities. Titles 2 through 8, the "spokes," contain provisions specific to each entity type. (Note: there are some entity-specific provisions contained in the hub.) Finally, Title 8 contains transition provisions that also apply to all entities.

Each title is further divided into chapters and subchapters. The first chapter of each title in the spoke is typically devoted to common provisions applicable to all the entities covered by that title. The remaining chapters in each title contain provisions related to the more specific entity type, as shown below.

TBOC structure flowchart

For example, to research the provisions relating to corporations, first review the general provisions of Title 1. Then turn to provisions specific to corporations in Title 2. Title 2, Chapter 20 (General Provisions), contains common provisions applicable to all types of corporations. If you are researching for-profit corporations, also examine Title 2, Chapter 21 (For-profit Corporations). If you are researching nonprofit corporations, also examine Title 2, Chapter 22 (Nonprofit Corporations). If you are researching professional corporations, also review Title 7, Chapters 301 and 303. Finally, continue forward and review Title 8, which contains miscellaneous and transition provisions that may be applicable to your corporation. Keep in mind that if you find conflicting provisions among the different titles applicable to your entity type, the TBOC directs that the more specific title governing your entity supersedes the more general title governing your entity, absent express provisions to the contrary (§1.106, TBOC).

This hub and spoke system enables many requirements, particularly for filing documents with the Secretary of State, to be more consistent across different entity types. New terminology has also been introduced to make it easier to discuss the different entities in a uniform manner.

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