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- Every corporation has a board of directors, typically composed of a president, a secretary, and a treasurer.
- The board is responsible for assessing and approving recommendations about the corporation’s future, setting direction, making investment decisions, and overseeing hiring and firing of the CEO.
- To form a corporation in Texas, file a Certificate of Formation with the Secretary of State, specifying authorized shares and par value.
- Different from other states, Texas does not require disclosing officers in formation documents.
- In Texas, corporations are managed by a board of directors, while LLCs can be managed by members or managers, both seen as separate legal entities responsible for debts and liabilities.
- To dissolve a Texas corporation, start the “wind up” process as outlined in the bylaws and Texas Business Organizations Code (BOC).
- The BOC requires at least 10 days’ notice to voting shareholders before a meeting on dissolution, with a two-thirds majority needed for approval unless the bylaws state otherwise.
