Corporate records requirements for a Texas corporation
Texas corporations maintain corporate records under Tex. Bus. Org. Code § 21.218 and § 3.151. The Texas Business Organizations Code (TBOC) consolidated business-entity statutes in 2006 and applies common record-keeping rules across corporations, LLCs, and partnerships.
| Tex. Bus. Org. Code § 21.218 | Required corporate records |
|---|---|
| Tex. Bus. Org. Code § 21.222 | Inspection rights |
| Tex. Bus. Org. Code § 3.151 | Records under TBOC consolidated framework |
| Records location | Principal office of the corporation |
| Inspection rights | Shareholders with proper purpose; 6+ months ownership |
| Court-ordered | Available if corporation refuses inspection |
- Records under § 21.218: articles, bylaws, minutes, resolutions, share register, accounting records
- TBOC consolidated business-entity statutes in 2006
- Inspection requires 6+ months ownership under § 21.222
- Articles and bylaws inspectable without restriction
- Records kept at principal office in any reproducible form
What Tex. Bus. Org. Code § 21.218 requires
Section 21.218 of the Texas Business Organizations Code requires every Texas corporation to maintain articles, bylaws, minutes of meetings and resolutions, the share register, and accounting records. Records are kept at the principal office. Texas's TBOC consolidated the older Texas Business Corporation Act and related statutes in 2006.
The 6-month ownership inspection threshold
Under § 21.222, a shareholder must have held shares for at least 6 months to demand inspection of detailed records (share register, board minutes, accounting books). Articles and bylaws are open to inspection without restriction. The 6-month requirement is shorter than Illinois's 6-month-or-5% structure (which is also a Texas alternative) but limits inspection by very recent shareholders.
The TBOC consolidated framework under § 3.151
The TBOC's § 3.151 applies common record-keeping rules across corporations, LLCs, and partnerships, with entity-specific provisions in subsequent chapters. This consolidation simplifies compliance for firms managing multiple Texas entity types under common ownership. The substantive corporate-records requirements remain in TBOC Chapter 21 (the corporation chapter).
What's distinctive about Texas
Three features distinguish Texas. First, the TBOC consolidated framework: rules common across business entity types are in a single location, simplifying cross-entity compliance. Second, the 6-month inspection threshold limits casual records demands from recent shareholders. Third, the combined Public Information Report (PIR) and franchise tax framework administered by the Comptroller (rather than the Secretary of State) creates a distinct ongoing compliance pattern. For closely-held Texas corporations with stable shareholder bases, the 6-month threshold provides meaningful protection from speculative records demands.
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