BOC (Texas Business Organizations Code)
The single Texas statute governing corporations, limited liability companies, partnerships, professional entities and other filing entities. Enacted in 2003, effective January 1, 2006, and mandatory for every Texas entity since January 1, 2010. It replaced eleven separate article-based acts and is organized in Titles, with Title 1 carrying the provisions that apply across all entity types.
Texas put every one of its business entity statutes into one code. The Business Organizations Code governs how a corporation, limited liability company, limited partnership, general partnership, professional entity, real estate investment trust or cooperative is formed, governed, merged, converted, wound up and terminated. If you file something with the Texas Secretary of State to create or maintain an entity, the authority for that filing sits in the BOC.
What it replaced
Before 2006 a Texas lawyer worked from eleven separate acts. The Texas Business Corporation Act covered for-profit corporations. The Texas Limited Liability Company Act covered LLCs. Partnerships lived under the Texas Revised Partnership Act and the Texas Revised Limited Partnership Act, and nonprofit corporations, professional corporations, professional associations, real estate investment trusts, cooperative associations and unincorporated nonprofit associations each had a statute of their own. Common concepts were drafted differently in each one, so the same question could produce different answers depending on which kind of entity you happened to be holding.
The Legislature consolidated all of them. The code took effect January 1, 2006, and entities formed on or after that date were governed by it immediately. Entities that already existed got a four year transition. On January 1, 2010 the BOC became mandatory for every Texas filing entity and every foreign filing entity registered here, whether or not it had taken any step to adopt the code. Section 1.001 states the point of the exercise plainly: rearrange the statutes into a logical order, adopt a numbering system that can absorb future additions, drop what is obsolete, and restate the law in contemporary English.
How it is organized
The structure tells you where to look. Title 1 holds the general provisions that cut across entity types, including definitions, entity names, registered agents, filing requirements, and the merger and conversion machinery in Chapter 10. Title 2 covers corporations, and Chapter 21 carries the for-profit corporation provisions most business owners encounter. Title 3 covers limited liability companies, principally Chapter 101. Title 4 covers partnerships, with Chapter 152 for general partnerships and Chapter 153 for limited partnerships. Title 5 covers real estate investment trusts. Title 7 covers professional entities.
So a question about an LLC company agreement lands in Chapter 101. A question about a merger, or about moving an entity out of state, lands in Chapter 10 regardless of what kind of entity is moving. That cross-entity design is the whole idea behind the code.
How it gets cited
Sections use a chapter-point-section format. Section 21.419 is Chapter 21, section 419. Section 101.256 is Chapter 101, section 256. Written out, it is Tex. Bus. Orgs. Code § 21.419. You will also see the informal abbreviation TBOC in practitioner materials, though that abbreviation appears nowhere in the statute itself.
Older opinions and older corporate records still cite the repealed acts by article number, so a 1998 case discussing article 2.41 of the Business Corporation Act is talking about a subject now carried somewhere in Chapter 21. There is no clean one-to-one map between the old articles and the new sections, and the substance was changed in places during codification, so translating an old citation takes actual checking rather than arithmetic.
The code is amended every regular legislative session. Recent sessions have been unusually active on governance and shareholder litigation, and Senate Bill 29 in 2025 rewrote a substantial number of provisions in Chapters 2, 21, 101, 152 and 153. Work from the current codified text.