Texas § 22.103 INCONSISTENCY BETWEEN CERTIFICATE OF FORMATION AND BYLAW.

Texas Statutes

§ 22.103 — INCONSISTENCY BETWEEN CERTIFICATE OF FORMATION AND BYLAW.

Texas § 22.103

Code BOBusiness Organizations Code

This text of Texas § 22.103 (INCONSISTENCY BETWEEN CERTIFICATE OF FORMATION AND BYLAW.) is published on Counsel Stack Legal Research, covering Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Tex. Business Organizations Code Code Ann. § 22.103 (2026).

Text

Sec. 22.103. INCONSISTENCY BETWEEN CERTIFICATE OF FORMATION AND BYLAW.

(a)A provision of a certificate of formation of a corporation that is inconsistent with a bylaw controls over the bylaw, except as provided by Subsection (b).

(b)A change in the number of directors by amendment to the bylaws controls over the number stated in the certificate of formation, unless the certificate of formation provides that a change in the number of directors may be made only by amendment to the certificate.

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Sec. 22.103. INCONSISTENCY BETWEEN CERTIFICATE OF FORMATION AND BYLAW. (a) A provision of a certificate of formation of a corporation that is inconsistent with a bylaw controls over the bylaw, except as provided by Subsection (b).
(b) A change in the number of directors by amendment to the bylaws controls over the number stated in the certificate of formation, unless the certificate of formation provides that a change in the number of directors may be made only by amendment to the certificate.