CHAPTER 303. PROVISIONS RELATING TO PROFESSIONAL CORPORATIONS - Texas Statutes

BUSINESS ORGANIZATIONS CODE

TITLE 7. PROFESSIONAL ENTITIES

CHAPTER 303. PROVISIONS RELATING TO PROFESSIONAL CORPORATIONS

Sec. 303.001. APPLICABILITY OF CERTAIN PROVISIONS GOVERNING

FOR-PROFIT CORPORATIONS. The provisions of Chapters 20 and 21

governing a for-profit corporation apply to a professional

corporation, unless there is a conflict with this title.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 303.002. AUTHORITY AND LIABILITY OF SHAREHOLDER. (a) A

shareholder of a professional corporation is not required to

supervise the performance of duties by an officer or employee of

the corporation.

(b) A shareholder of a professional corporation is subject to no

greater liability than a shareholder of a for-profit corporation.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 303.003. NOTICE OF RESTRICTION ON TRANSFER OF SHARES. Any

restriction on the transfer of shares in a professional

corporation that is imposed by the governing documents of the

corporation or an applicable agreement must be:

(1) noted on each certificate representing the shares; or

(2) incorporated by reference in the manner provided by Chapter

21.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 303.004. REDEMPTION OF SHARES; PRICE AND TERMS. (a) A

professional corporation may redeem shares of a shareholder,

including a deceased shareholder.

(b) The price and other terms of a redemption of shares may be:

(1) agreed to between the board of directors of the professional

corporation and the shareholder or the shareholder's personal

representative; or

(2) specified in the governing documents of the professional

corporation or an applicable agreement.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 303.005. EXISTENCE OF PROFESSIONAL CORPORATION BEFORE

WINDING UP AND TERMINATION. A professional corporation continues

to exist until the winding up and termination of the corporation

as provided by Chapter 11 without regard to:

(1) the death, incompetency, bankruptcy, resignation,

withdrawal, retirement, or expulsion of any shareholder of the

corporation;

(2) the transfer of shares to a new shareholder; or

(3) the occurrence of an event requiring the winding up of a

partnership.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 303.006. EXECUTION OF CERTIFICATE OF TERMINATION. (a)

Except as provided by Subsection (b), a certificate of

termination filed in accordance with Chapter 11 must be executed

by an officer of the professional corporation on behalf of the

corporation.

(b) If a professional corporation does not have any living

officer, the certificate of termination must be executed by a

director of the corporation. If the professional corporation

does not have any living director, the certificate of termination

must be executed by the legal representative of the last living

director of the corporation.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Amended by:

Acts 2007, 80th Leg., R.S., Ch.

688, Sec. 137, eff. September 1, 2007.