PROVISIONS RELATING TO PROFESSIONAL ASSOCIATIONS

Tex. BUS. ORGS Code ch. 302
in effect

Tex. BUS. ORGS Code § 302.001. APPLICABILITY OF CERTAIN PROVISIONS GOVERNING FOR-PROFIT CORPORATIONS.

The provisions of Chapters 20 and 21 governing a for-profit corporation apply to a professional association, unless there is a conflict with this title.

Tex. BUS. ORGS Code § 302.002. DURATION OF PROFESSIONAL ASSOCIATION.

A professional association continues: (1) for all purposes as a separate entity independent of the association's members until: (A) the expiration of the period of duration stated in the certificate of formation; or (B) the association is wound up and terminated in the manner provided by the certificate of formation or, if the certificate of formation does not provide a manner for winding up and termination, by a two-thirds vote of the association's members; and (2) in existence notwithstanding: (A) the death, insanity, incompetency, felony conviction, resignation, withdrawal, transfer of ownership interest, or expulsion of a member other than the last surviving member of the association; (B) the admission of a new member or the transfer of ownership interest to a new or existing member; or (C) the occurrence of an event that would require the winding up of a partnership under state law or similar circumstances.

Tex. BUS. ORGS Code § 302.003. AMENDMENT OF CERTIFICATE OF FORMATION.

(a) A professional association may amend the association's certificate of formation as provided by Chapter 3 and: (1) by the procedure for amendment stated in the certificate of formation; or (2) if the certificate of formation does not provide a procedure for amending the certificate, by a two-thirds vote of the association's members. (b) A professional association is not required to amend the association's certificate of formation to reflect a change in membership or a transfer of ownership interests in the association.

Tex. BUS. ORGS Code § 302.004. ADOPTION OF BYLAWS; DELEGATION OF AUTHORITY.

(a) The members of a professional association may adopt bylaws for the association. (b) The authority to adopt bylaws for a professional association granted under Subsection (a) may be delegated under the certificate of formation to the governing authority of the association.

Tex. BUS. ORGS Code § 302.005. GOVERNING AUTHORITY.

(a) A professional association shall be governed by: (1) a board of directors; or (2) an executive committee. (b) The governing authority of a professional association shall be elected by the members of the association.

Tex. BUS. ORGS Code § 302.006. MEMBERS' VOTING RIGHTS.

A member of a professional association is entitled to cast a vote at a meeting of the members as provided by the certificate of formation of the association.

Tex. BUS. ORGS Code § 302.008. OFFICER AND GOVERNING PERSON ELIGIBILITY REQUIREMENTS.

(a) Only a member of the professional association is eligible to serve as an officer or governing person of a professional association. (b) Except as provided by Subsection (c), a person is not required to be a governing person of a professional association to serve as an officer of the association. (c) Only a governing person of a professional association is eligible to serve as the president of the professional association.

Tex. BUS. ORGS Code § 302.009. EMPLOYMENT OF AGENTS AND EMPLOYEES.

The officers of a professional association may employ agents or employees for the association as the officers consider advisable.

Tex. BUS. ORGS Code § 302.010. LIMITATION ON MEMBER'S POWER TO BIND ASSOCIATION.

A member of a professional association is not entitled to bind the association within the scope of the association's business or profession merely by virtue of being a member of the professional association.

Tex. BUS. ORGS Code § 302.011. DIVISION OF PROFITS.

The members of a professional association shall divide the profits derived from the association in the manner provided by the governing documents of the association.

Tex. BUS. ORGS Code § 302.013. WINDING UP AND TERMINATION; CERTIFICATE OF TERMINATION.

(a) A professional association may wind up and terminate the association's business as provided by: (1) the association's certificate of formation; or (2) if the certificate of formation does not provide for the winding up and termination of the association, a two-thirds vote of the association's members. (b) Except as provided by Subsection (c), a certificate of termination filed in accordance with Chapter 11 must be executed by an officer of the professional association on behalf of the association. (c) If a professional association does not have any living officer, the certificate of termination must be executed by the legal representative of the last surviving officer of the association.
Source: TX Statutes (Official Site)URL: https://statutes.capitol.texas.gov/Fetched: 6/28/2026