CHAPTER 303. PROVISIONS RELATING TO PROFESSIONAL CORPORATIONS
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.