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Free Texas Corporate Bylaws Template

Corporate bylaws are the internal rules your Texas corporation runs on, and the Code gives a whole section to the fact that two groups can change them. Document Genius walks you through each section and has yours ready to download in minutes.

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What Are Corporate Bylaws in Texas?

Corporate bylaws are the internal rules a Texas corporation adopts to govern itself. Section 21.057 of the Business Organizations Code covers them, in an Act the legislature passed in 2003 and brought into force in 2006.

Texas corporate bylaws answer to the certificate of formation, not to articles of incorporation. Getting that word right matters when you are adapting a template written for another state.

Texas Requirements for Corporate Bylaws

Three sections sit together and do different jobs.

The Board Adopts, Alone

Section 21.057(a) directs the board of directors to adopt initial bylaws. Incorporators are not named for that step, which narrows the starting point compared with most states.

What They May Contain

Subsection (b) permits provisions for the regulation and management of the corporation’s affairs that are consistent with law and the certificate of formation.

When the Board Loses the Power

Subsection (c) lets the board amend, repeal, or adopt new bylaws unless either the certificate of formation or the Code itself reserves that power wholly or partly to the shareholders, or unless shareholders expressly barred the board when they adopted the bylaw.

Dual Authority Gets Its Own Section

Section 21.058 is headed dual authority, and it settles what other states leave to inference. Unless the certificate of formation or a shareholder-adopted bylaw provides otherwise, shareholders may amend, repeal, or adopt bylaws regardless of the board also holding that power.

Who Can Change Texas Bylaws?

Both groups at once, by default. That is what section 21.058 means by dual authority: shareholder power runs alongside board power rather than replacing it.

Either instrument can narrow that. The certificate of formation or a shareholder-adopted bylaw may provide otherwise, as to all of the bylaws or only part of them.

Decide it consciously rather than inheriting it. Concurrent authority suits some corporations and creates friction in others, and Texas makes the choice explicit enough that leaving it unaddressed is itself a decision.

Section 21.059 exempts a corporation created by conversion or merger from holding an organization meeting, provided the plan states the bylaws and names the officers. If your corporation arrived that way, check the plan before scheduling a meeting you may not need.

How to Adopt Corporate Bylaws in Texas

Adopting Texas corporate bylaws is a board action, with nothing filed afterwards.

  1. File your certificate of formation and let it take effect.
  2. Seat the initial board, since subsection (a) names directors as the adopting body.
  3. Hold the organization meeting under section 21.059, called by a majority of the initial directors.
  4. Draft the bylaws, covering meetings, voting, directors, officers, and shares.
  5. Settle the dual authority question, using the certificate or a shareholder bylaw if you want to narrow it.
  6. Retain the signed set with your corporate records and reissue it after amendments.