Texas Business Organizations Code (TBOC)
Texas Corporation Bylaws, Minutes & Record-Keeping
Updated · 6 min read
Texas organizes all of its entity laws — corporations, LLCs, partnerships — into a single code. Its periodic filing system is also different from most states: rather than an annual report to the Secretary of State, most corporations deal with the Texas Comptroller.
This page summarizes, in general terms, bylaws, meetings, records and state filings for Texas for-profit corporations.
Table of contents
Governing law
Texas corporations are governed by the Texas Business Organizations Code (TBOC), which covers formation, governance and records for multiple entity types. The formation document for a corporation is the certificate of formation filed with the Texas Secretary of State.
Bylaws
Texas bylaws are adopted internally by the initial board or as otherwise provided and are kept with the corporate records; they are not filed. They must be consistent with the TBOC and the certificate of formation. See what are corporate bylaws and how to write corporate bylaws.
Meetings and minutes
As a general rule, shareholders hold an annual meeting to elect directors. The board may act at a meeting or by unanimous written consent where permitted by the TBOC and the governing documents. Texas also allows shareholder action by written consent, which is unanimous unless the certificate of formation permits less.
Document actions in minutes or consents. See annual board meeting minutes and annual shareholder meeting minutes.
Texas formation documents
Bylaws and organizational minutes can be customized for a Texas corporation.
Records, stock records and inspection
In general terms, the TBOC requires a corporation to keep books and records of account, minutes of shareholder and board proceedings, and a share transfer record showing the names and addresses of shareholders and the number and class of shares held. Shareholders meeting statutory conditions have rights to inspect certain books and records for a proper purpose, generally on written demand.
Keeping the share transfer record consistent with board-approved issuances is covered in stock ledger and stock certificates.
Franchise tax and Public Information Report
Texas has no annual report filed with the Secretary of State for most for-profit corporations. Instead, corporations generally file an annual franchise tax report and a Public Information Report with the Texas Comptroller of Public Accounts, generally due May 15. The Public Information Report lists officers, directors and the registered agent. Because franchise tax obligations depend on the business, work with a CPA on the tax report.
Registered agent
A Texas corporation must maintain a registered agent and registered office in Texas. A Texas corporation doing business elsewhere may need to foreign-register in those states; see our state pages.
Records to keep
| Record | Notes for Texas |
|---|---|
| Certificate of formation and amendments | As filed with the Secretary of State |
| Bylaws and amendments | Kept internally |
| Organizational minutes or consent | See initial organizational minutes |
| Shareholder and board minutes and consents | All years |
| Share transfer record | Names, addresses, number and class of shares |
| Books and records of account | Per your accountant's guidance |
| Franchise tax reports and Public Information Reports | Filed with the Comptroller |
| Registered agent information | And any changes |
Frequently asked questions
Do Texas corporations file an annual report with the Secretary of State?
Most for-profit Texas corporations do not. They generally file a franchise tax report and Public Information Report with the Texas Comptroller instead.
When are the Texas franchise tax report and Public Information Report due?
They are generally due May 15. Check the Texas Comptroller of Public Accounts for current instructions.
Are Texas bylaws filed with the state?
No. Bylaws are adopted internally and kept with the corporate records.
Does a Texas corporation need a registered agent?
Yes. A registered agent and registered office in Texas are required.
What records must a Texas corporation keep?
In general, books and records of account, minutes of shareholder and board proceedings, and a share transfer record.
Requirements change — verify with the official state agency and a licensed attorney. This is general information, not legal advice. See our disclaimer and other states.