Annual meeting requirements under Texas TBOC § 21.353
Texas corporations must hold an annual shareholders' meeting under Tex. Bus. Org. Code § 21.351 at a time fixed by the bylaws. The meeting can be replaced by majority written consent under § 21.358, and Texas's TBOC consolidated framework applies common provisions across business entity types.
| Tex. Bus. Org. Code § 21.351 | Annual meeting required |
|---|---|
| Tex. Bus. Org. Code § 21.358 | Action by written consent |
| Tex. Bus. Org. Code § 21.354 | Notice of meeting |
| Tex. Bus. Org. Code § 21.371 | Voting |
| Deadline | Each year as fixed by bylaws |
| Written consent | Majority sufficient; signed by holders of minimum votes required |
- Annual meeting under § 21.351 at time fixed by bylaws
- Texas TBOC consolidated business-entity statutes in 2006
- Written consent under § 21.358 permits majority for most actions
- Notice 10-60 days before the meeting under § 21.354
- Court-ordered meeting available under § 21.352
Tex. Bus. Org. Code § 21.351 requirements
Section 21.351 of the Texas Business Organizations Code requires every Texas corporation to hold an annual shareholders' meeting at a time fixed by the bylaws. The meeting elects directors and addresses other proper business. Texas's TBOC consolidated the older Texas Business Corporation Act and related statutes in 2006.
Written consent under § 21.358
Texas's consent regime under § 21.358 permits action by written consent signed by holders of the minimum number of votes required to authorize the action at a meeting. For most ordinary actions including director elections, this means majority consent. Texas does not require unanimous consent for director elections (unlike California's split regime).
The TBOC consolidated framework
The TBOC's organization affects how cross-entity provisions interact with annual-meeting rules. Common provisions for all business entities are in earlier TBOC chapters; corporation-specific provisions are in Chapter 21. For firms managing multiple Texas entity types under common ownership, the TBOC's consolidated structure simplifies cross-entity record-keeping.
What's distinctive about Texas
Two features distinguish Texas's annual-meeting framework. First, the TBOC consolidation creates a coherent cross-entity statute, with corporation-specific provisions in Chapter 21. Second, Texas's separate Public Information Report (PIR) and franchise tax filings administered by the Comptroller (not the Secretary of State) operate on a different calendar from the annual meeting, so corporations track both the meeting cycle and the May 15 PIR deadline independently. The majority-consent flexibility under § 21.358 keeps the written-consent route practical for closely-held Texas corporations.
Octelligence generates the annual unanimous written consent or meeting minutes for every corporation, with director election, financial statement approval, and auditor appointment or waiver pre-formatted.
See Digital Corporate RecordsTracked deadlines, jurisdiction-specific templates, electronic written consents, and a complete minute book record.