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Business Organizations Code FAQs

The answers to our Frequently Asked Questions are provided for informational purposes and are not intended to provide legal advice or to substitute for the advice of an attorney. If you have specific legal questions, consult your attorney.
  1. What is the Texas Business Organizations Code (BOC)?
  2. When did the BOC take effect?
  3. Can the secretary of state provide me with a copy of the Texas Business Organizations Code, or other statutes?
  4. Where can I find more information about the BOC?
  5. My entity was formed under prior law and did not file an early adoption of the BOC.  Do I need to file anything now that the entity is automatically subject to the BOC?
  6. My entity’s governing documents still use terms like “articles of incorporation,” “regulations,” and other vocabulary of prior law. Does this mean that my entity’s governing documents do not comply with the BOC?
  7. The FAQs on this website only refer to the Texas Business Organizations Code, but my entity was formed under a different statute. Where is information that applies to my entity?

  1. What is the Texas Business Organizations Code (BOC)?

    The BOC has taken the laws previously found in the following statutes and put them into a single code:

    • Texas Business Corporation Act
    • Texas Non-Profit Corporation Act
    • Texas Professional Corporation Act
    • Texas Professional Association Act
    • Texas Miscellaneous Corporation Laws Act
    • Texas Revised Partnership Act
    • Texas Revised Limited Partnership Act
    • Texas Limited Liability Company Act
    • Texas Real Estate Investment Trust Act
    • Texas Cooperative Association Act
    • Texas Uniform Unincorporated Nonprofit Association Act

  2. When did the BOC take effect?

    The BOC was enacted in 2003. It was effective as of January 1, 2006 though it provided a transition period during which some entities were governed by the BOC and others were governed by the statutes under which they were formed. However, as of January 1, 2010, the old statutes were repealed, and the BOC now governs all entities.

  3. Can the secretary of state provide me with a copy of the Texas Business Organizations Code, or other statutes?

    No. The secretary of state cannot provide copies of the Texas Business Organizations Code or any other statutes. Statutes can be found in law libraries or accessed at Texas Legislature Online. Paper copies may be obtained from legal publishers.

  4. Where can I find more information about the BOC?

    For general information, please visit our BOC Information Page, email us, or call us at (512) 463-5555. For specific advice, including whether your governing documents comply with the BOC, consult your private attorney.

  5. My entity was formed under prior law and did not file an early adoption of the BOC. Do I need to file anything now that the entity is automatically subject to the BOC?

    Nothing is required to be filed at this time. If the entity’s formation or registration documents do not comply with the BOC, then the next time the entity files an amendment, it must amend the formation or registration document to comply with the BOC. BOC § 402.005.

  6. My entity’s governing documents still use terms like “articles of incorporation,” “regulations,” and other vocabulary of prior law. Does this mean that my entity’s governing documents do not comply with the BOC?

    No. The BOC includes a list of synonymous terms so that a reference in your entity’s governing documents to “articles of incorporation” is legally synonymous to a “certificate of formation,” and a reference to “regulations” is synonymous to a “company agreement.” For a complete list of synonymous terms, see section 1.006 of the BOC.

  7. The FAQs on this website only refer to the Texas Business Organizations Code, but my entity was formed under a different statute. Where is information that applies to my entity?

    As of January 1, 2010, the Texas Business Organizations Code automatically became applicable to most types of filing entities. For more information about how this change may affect your entity, please see our Texas Business Organizations Code (BOC) FAQs.