---
title: "Texas Corporate Bylaws: What to Include & How They Work 2026 | LLC Attorney"
description: "How corporate bylaws work for a Texas corporation in 2026: what the Texas Business Organizations Code requires by default — including Texas's unusual two-officer rule — and how bylaws differ from your Certificate of Formation."
canonical: https://llcattorney.com/states/tx/corporation-bylaws-texas
image: https://llcattorney.com/images/share-cover.png
source_path: /states/tx/corporation-bylaws-texas
---

Key Takeaways

-   Bylaws are never filed with the Texas Secretary of State — they're an internal governance document you keep with your corporate records
-   Texas allows a board of just one director regardless of how many shareholders the corporation has (§21.403(a): 'The board of directors of a corporation may consist of one or more directors') — there's no multi-director minimum tied to shareholder count.
-   Required officer positions: a president AND a secretary — this is unusual among peer states. Tex. Bus. Orgs. Code §21.417 specifically requires these two named titles, where most other states let the bylaws or board define whichever officer titles they want with no statutory minimum. The same individual may hold both required titles (and any additional titles), which is common for single-owner Texas corporations, but the president and secretary titles themselves must actually exist in your bylaws
-   Absent a contrary provision, Texas's default quorum for shareholder meetings is a majority of shares entitled to vote (§21.358(a)), and the certificate of formation may raise that threshold or lower it to no less than one-third. For board meetings, the default quorum is a majority of the fixed or established number of directors, and the certificate or bylaws cannot set it below one-third (§21.413).
-   Under Texas law (§21.057(c)), the board of directors may generally amend, repeal, or adopt new bylaws unless the certificate of formation or the BOC reserves that power exclusively to shareholders, or unless shareholders expressly restrict the board's amendment power on a specific bylaw when they adopt or amend it — your bylaws' own amendment clause should state clearly whether board-alone amendment is allowed.
-   Same-day bylaws drafting available through LLC Attorney as part of formation, at no markup on state fees

Texas runs on its own Business Organizations Code rather than the Model Business Corporation Act most other states use, and that shows up directly in your bylaws — Texas is one of the only states that statutorily requires two specific named officer titles (president and secretary), and it has a genuine statutory close-corporation election that most peer states no longer offer.

This guide covers exactly what to include in a Texas corporation's bylaws in 2026 — the difference between bylaws and your Certificate of Formation, Texas's default rules for directors, officers, meetings, and voting, and the state-specific wrinkles that generic multi-state templates routinely miss: the two-officer requirement, the §21.362 cumulative-voting automatic-entitlement provision, and the Subchapter O close-corporation option.

1Minimum directors required

2Required officer titles (President + Secretary)

MajorityDefault quorum, board & shareholders

YesStatutory close corporation election available

## What Are Texas Corporate Bylaws?

Bylaws are your corporation's internal rulebook — they govern how the board, officers, and shareholders operate day to day. Unlike your Articles of Incorporation, bylaws are not filed with the Texas Secretary of State — they're an internal governance document you adopt and keep with your corporate records.

Texas law (Tex. Bus. Orgs. Code §21.057(a)) requires the board of directors to adopt initial bylaws, but nothing in the BOC requires filing them with the Texas Secretary of State — they stay in your corporate records, not on the public record the way your Certificate of Formation does.

## Bylaws vs. Articles of Incorporation in Texas

Your Articles of Incorporation are a short public document filed with the Texas Secretary of State under the Texas Business Organizations Code (Tex. Bus. Orgs. Code, Title 2, Ch. 21) that creates the corporation's legal existence — name, registered agent, and authorized shares. Bylaws are a longer, private document that never gets filed anywhere; they spell out how the corporation actually runs.

Amending your Certificate of Formation requires a formal filing with the Texas Secretary of State and, in most cases, shareholder approval — amending bylaws requires neither a state filing nor (usually) shareholder approval, since the board alone can typically make bylaws changes unless your specific bylaws say otherwise.

## Board of Directors: Texas's Default Rules

Texas allows a board of just one director regardless of how many shareholders the corporation has (§21.403(a): 'The board of directors of a corporation may consist of one or more directors') — there's no multi-director minimum tied to shareholder count.

Absent a contrary bylaw provision, directors are elected at each annual shareholder meeting unless terms are staggered under §§21.405-408 — Texas doesn't impose staggered terms by default, though your bylaws can create a classified board if you want one.

Texas has one of the more detailed vacancy rules among peer states (§21.410): pre-issuance vacancies are filled by the organizers or remaining directors, post-issuance vacancies are filled by the shareholders or a majority of the remaining directors (even if fewer than a quorum), and vacancies created by the board expanding its own size are capped — the board can fill only up to two board-expansion vacancies between annual meetings without shareholder involvement.

Yes — Texas allows one person to be the sole shareholder and sole director. But unlike most peer states, that same person still has to formally hold two specific titles: Texas requires a named president and a named secretary (§21.417), even in a single-owner corporation, so your bylaws need to actually designate those titles rather than leaving officer roles undefined.

## Required Officer Positions in Texas

a president AND a secretary — this is unusual among peer states. Tex. Bus. Orgs. Code §21.417 specifically requires these two named titles, where most other states let the bylaws or board define whichever officer titles they want with no statutory minimum. The same individual may hold both required titles (and any additional titles), which is common for single-owner Texas corporations, but the president and secretary titles themselves must actually exist in your bylaws

Texas doesn't bar one person from holding both the required president and secretary titles simultaneously — the statute is silent on dual-role restrictions, and in practice sole owners routinely hold both required titles plus any additional ones like treasurer.

## Meeting, Notice, and Quorum Defaults

Texas requires an annual shareholder meeting (§21.351(a)), and if none is held within 13 months, a court can compel one to be held (§21.351(b)) — a more concrete enforcement mechanism than the 'unreasonably delayed' standard used in many other states.

Absent a contrary provision, Texas's default quorum for shareholder meetings is a majority of shares entitled to vote (§21.358(a)), and the certificate of formation may raise that threshold or lower it to no less than one-third. For board meetings, the default quorum is a majority of the fixed or established number of directors, and the certificate or bylaws cannot set it below one-third (§21.413).

Texas requires shareholder meeting notice no later than the 10th day and no earlier than the 60th day before the meeting (§21.353(a)) — the same 10-to-60-day window used by most peer states, just phrased with Texas's characteristic day-count precision.

Texas offers more flexibility here than most peer states: §6.202 allows shareholders to act by less-than-unanimous written consent if the certificate of formation specifically authorizes it (non-consenting shareholders must still receive notice) — a real advantage over states that require strict unanimity. Absent that certificate authorization, Texas defaults to requiring unanimous written consent like everywhere else. Directors may also act by unanimous written consent.

## Voting Procedures Your Bylaws Should Address

Texas's default voting standard for director elections is a plurality of votes cast (§21.359), and a majority of votes cast for other shareholder matters, unless your bylaws or certificate of formation require a higher (supermajority) threshold for specific actions.

Cumulative voting is opt-in only in Texas — shareholders don't get it unless the certificate of formation authorizes it (§§21.360-361). But Texas has a real wrinkle here worth flagging: §21.362 can create an automatic cumulative-voting entitlement for certain closely-held corporations if the certificate of formation doesn't affirmatively opt out at formation. This is more consequential than the simple opt-in rule most other states use, and it's worth double-checking against your specific certificate of formation language rather than assuming the default 'no cumulative voting' answer applies.

Texas shareholders may vote by proxy in person or by written or electronic proxy (§21.367), and your bylaws should specify how proxies are appointed and revoked, along with any expiration period for proxy authority if you want one shorter than Texas's default rules.

## Stock and Shareholder Provisions

Texas defaults to certificated shares for for-profit corporations, but the board or governing documents may make some or all classes of shares uncertificated instead (§3.201) — your bylaws should state which approach the corporation uses.

Texas's default record date rules (§6.101) generally can't be set earlier than 60 days before the corporate action in question, and for shareholder meetings specifically, the record date must be at least 10 days before the meeting (§21.357) — most bylaws set this explicitly rather than relying on the statutory default.

Texas permits reasonable restrictions on share transfer — such as rights of first refusal among existing shareholders — but they're only enforceable if conspicuously noted on the certificate (or in the uncertificated-share notice) (§§21.213, 3.205), so any transfer restrictions belong in both the bylaws and a legend on the actual stock certificates.

## Indemnification of Directors and Officers

Texas has a mandatory indemnification element that's stronger than the purely permissive baseline used in some states: §8.051 requires ('shall') a corporation to indemnify a director, officer, or other governing person who is wholly successful, on the merits or otherwise, in defense of a proceeding. Beyond that mandatory floor, Subchapter C (§8.101 and following) authorizes broader permissive indemnification for other outcomes, subject to a duty-of-loyalty carve-out — your bylaws typically expand on both to make indemnification as broad as Texas law allows.

Texas explicitly authorizes a corporation to purchase directors' and officers' liability insurance (§8.151), and your bylaws' indemnification section and any D&O policy should be reviewed together so the two don't leave a coverage gap.

## Texas's Statutory Close Corporation Option

Texas has one of the most developed statutory close-corporation frameworks among the states LLC Attorney covers (BOC §§21.701-21.732, Subchapter O). A corporation can formally elect close-corporation status and, with shareholder agreement, dispense with a traditional board of directors in favor of direct shareholder management, use special share-certificate legending requirements, and rely on relaxed corporate-formalities rules that reduce piercing-the-corporate-veil risk for small, closely-held corporations. If your Texas corporation has a small, stable shareholder group, this election is worth evaluating alongside your bylaws rather than defaulting to standard board governance.

## How to Draft Bylaws for Your Texas Corporation

### If You Do It Yourself

**Step 1 — Confirm your Articles of Incorporation are filed first.**

Bylaws govern a corporation that already legally exists — file your Articles with the Texas Secretary of State before drafting bylaws around them.

**Step 2 — Set your board of directors structure.**

Texas allows a board of just one director regardless of how many shareholders the corporation has (§21.403(a): 'The board of directors of a corporation may consist of one or more directors') — there's no multi-director minimum tied to shareholder count. Absent a contrary bylaw provision, directors are elected at each annual shareholder meeting unless terms are staggered under §§21.405-408 — Texas doesn't impose staggered terms by default, though your bylaws can create a classified board if you want one.

**Step 3 — Name your required officer positions.**

a president AND a secretary — this is unusual among peer states. Tex. Bus. Orgs. Code §21.417 specifically requires these two named titles, where most other states let the bylaws or board define whichever officer titles they want with no statutory minimum. The same individual may hold both required titles (and any additional titles), which is common for single-owner Texas corporations, but the president and secretary titles themselves must actually exist in your bylaws Texas doesn't bar one person from holding both the required president and secretary titles simultaneously — the statute is silent on dual-role restrictions, and in practice sole owners routinely hold both required titles plus any additional ones like treasurer.

**Step 4 — Set meeting, notice, and quorum rules.**

Absent a contrary provision, Texas's default quorum for shareholder meetings is a majority of shares entitled to vote (§21.358(a)), and the certificate of formation may raise that threshold or lower it to no less than one-third. For board meetings, the default quorum is a majority of the fixed or established number of directors, and the certificate or bylaws cannot set it below one-third (§21.413). Texas requires shareholder meeting notice no later than the 10th day and no earlier than the 60th day before the meeting (§21.353(a)) — the same 10-to-60-day window used by most peer states, just phrased with Texas's characteristic day-count precision.

**Step 5 — Address voting procedures.**

Texas's default voting standard for director elections is a plurality of votes cast (§21.359), and a majority of votes cast for other shareholder matters, unless your bylaws or certificate of formation require a higher (supermajority) threshold for specific actions. Cumulative voting is opt-in only in Texas — shareholders don't get it unless the certificate of formation authorizes it (§§21.360-361). But Texas has a real wrinkle here worth flagging: §21.362 can create an automatic cumulative-voting entitlement for certain closely-held corporations if the certificate of formation doesn't affirmatively opt out at formation. This is more consequential than the simple opt-in rule most other states use, and it's worth double-checking against your specific certificate of formation language rather than assuming the default 'no cumulative voting' answer applies.

**Step 6 — Cover stock and shareholder mechanics.**

Texas defaults to certificated shares for for-profit corporations, but the board or governing documents may make some or all classes of shares uncertificated instead (§3.201) — your bylaws should state which approach the corporation uses.

**Step 7 — Include an indemnification provision.**

Texas has a mandatory indemnification element that's stronger than the purely permissive baseline used in some states: §8.051 requires ('shall') a corporation to indemnify a director, officer, or other governing person who is wholly successful, on the merits or otherwise, in defense of a proceeding. Beyond that mandatory floor, Subchapter C (§8.101 and following) authorizes broader permissive indemnification for other outcomes, subject to a duty-of-loyalty carve-out — your bylaws typically expand on both to make indemnification as broad as Texas law allows.

**Step 8 — Write your amendment procedure.**

Under Texas law (§21.057(c)), the board of directors may generally amend, repeal, or adopt new bylaws unless the certificate of formation or the BOC reserves that power exclusively to shareholders, or unless shareholders expressly restrict the board's amendment power on a specific bylaw when they adopt or amend it — your bylaws' own amendment clause should state clearly whether board-alone amendment is allowed.

**Step 9 — Adopt the bylaws at your organizational meeting.**

Bylaws are typically adopted by the incorporator or the initial board of directors at the corporation's first organizational meeting, right after the Articles of Incorporation are filed. Adopting bylaws early — before you open a bank account or bring on your first shareholder — keeps your corporate formalities clean from day one, which matters if the corporation's liability shield is ever tested.

**Step 10 — Watch for Texas-specific bylaws traps.**

The single most common Texas-specific mistake is using a generic multi-state bylaws template that never actually names a president and secretary — Texas is one of the few states that statutorily requires those two specific titles, and a template built for a state with no title requirements will simply omit them. The second most common miss is not checking whether §21.362's automatic cumulative-voting provision applies to a closely-held Texas corporation that never affirmatively opted out.

Ready to Launch Your Business in Texas?Follow our fast, easy process to get started right now.[Start My Business](https://app.llcattorney.com/formation?intake_type=formation)

### If LLC Attorney Does It for You

1.  Submit your corporation's details at llcattorney.com — board structure, officer names, and share structure.
2.  LLC Attorney drafts bylaws tailored to Texas's default corporate law, covering directors, officers, meetings, voting, stock, and indemnification.
3.  Receive your finished bylaws alongside your Articles of Incorporation, plus access to flat-fee attorney consultations (no retainer) for governance questions as your corporation grows.

## When Should You Talk to an Attorney About Your Texas Corporation's Bylaws?

Talk to an attorney before finalizing your Texas corporation's bylaws if you're unsure whether §21.362's automatic cumulative-voting entitlement applies to your specific closely-held corporation, if you want to elect statutory close-corporation status under Subchapter O and need the certificate of formation and bylaws drafted consistently with that election, or if you have multiple shareholders with unequal ownership stakes and want customized voting or transfer-restriction provisions.

### Is Texas a State Where Bylaws Complexity Matters More?

Texas bylaws deserve more attention than a generic template for three reasons that are all somewhat unusual among peer states: the mandatory two-named-officer requirement (president and secretary), the §21.362 automatic cumulative-voting wrinkle for certain closely-held corporations, and the availability of a full statutory close-corporation election under Subchapter O. Bylaws that don't account for all three can either miss a statutory requirement (the officer titles) or miss a strategic option (the close-corporation election) that a Texas-specific corporation might actually want.

## What You Actually Get With LLC Attorney's Texas Bylaws Drafting

Generic bylaws templates built for Model Business Corporation Act states often skip Texas's two required officer titles entirely, or miss the §21.362 cumulative-voting wrinkle unique to Texas. LLC Attorney drafts bylaws that reflect what the Texas Business Organizations Code actually requires, not a one-size-fits-all template built for a different statute.

-   Bylaws drafted specifically for Texas's corporate code, starting at $49.
-   Board, officer, meeting, voting, stock, and indemnification provisions all addressed — not a generic multi-state template.
-   Delivered alongside your Articles of Incorporation, so your governance documents are in place from day one.
-   Access to professionally trained Business Success Advisors at no charge, plus flat-fee attorney consultations (no retainer) for governance questions.

Texas's corporate code has real structural differences from most other states — LLC Attorney makes sure your bylaws are drafted for the Business Organizations Code specifically, not adapted from a Model Act template that doesn't quite fit.

## Need Bylaws for Your Texas Corporation?

LLC Attorney drafts corporate bylaws tailored to your Texas corporation as part of formation, starting at $49, so your governance documents are in place from day one. See our [full pricing](/pricing) for all service tiers.

Ready to Launch Your Business in Texas?Follow our fast, easy process to get started right now.[Start My Texas Corporation](https://app.llcattorney.com/formation?intake_type=formation)

## Frequently Asked Questions

### Does Texas require corporations to file bylaws with the state?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

No. Bylaws are an internal governance document under Tex. Bus. Orgs. Code §21.057(a) — they're never filed with the Texas Secretary of State or any other state agency. They stay with your corporate records rather than becoming part of the public record the way your Certificate of Formation does.

### What's the difference between bylaws and Articles of Incorporation in Texas?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Your Certificate of Formation is a short public document filed with the Texas Secretary of State that creates the corporation's legal existence — name, registered agent, and authorized shares. Bylaws are a private, longer document that governs how the board, officers, and shareholders actually operate day to day, and they're never filed anywhere.

### What officer positions do Texas bylaws need to address?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Texas requires a named president and a named secretary at minimum (§21.417) — one of the few states with a specific statutory officer-title requirement. The same person may hold both titles plus any additional titles like treasurer, which is common in single-owner Texas corporations, but your bylaws must actually designate the two required titles.

### Can I amend my Texas corporation's bylaws later?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Yes. Under Texas law, the board of directors can generally amend bylaws on its own unless the certificate of formation reserves that power to shareholders, or unless shareholders previously restricted the board's power on a specific bylaw provision. Your bylaws should include their own amendment procedure so it's clear from the start.

### What's the default quorum for board and shareholder meetings in Texas?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Absent a contrary provision, Texas's default quorum is a majority — a majority of shares entitled to vote for shareholder meetings, and a majority of the fixed board for director meetings — though the certificate of formation can lower either down to no less than one-third. Your bylaws can also raise this threshold.

### Does Texas require corporations to indemnify their directors and officers?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Yes, in part. Texas law (§8.051) mandates indemnification for a director or officer who is wholly successful, on the merits or otherwise, in defending a proceeding. Beyond that mandatory floor, Texas also permits broader indemnification under Subchapter C, and most Texas corporate bylaws expand coverage to the fullest extent state law allows.

### Can one person be the sole director, officer, and shareholder of a Texas corporation?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Yes, with one wrinkle. Texas allows one person to be the sole shareholder and sole director, but that person still needs to formally hold the two officer titles Texas requires by statute — president and secretary (§21.417) — even in a single-owner corporation.

### Does Texas offer a simplified close corporation structure?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Yes. Texas has one of the most fully developed statutory close-corporation elections in the country (BOC §§21.701-21.732, Subchapter O), allowing a qualifying corporation to dispense with a traditional board in favor of shareholder management, use relaxed formalities, and apply special share-certificate legending — a genuine simplified-governance path for small, closely-held Texas corporations.

### Does LLC Attorney draft bylaws for corporations?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Yes. LLC Attorney drafts corporate bylaws tailored to your Texas corporation as part of formation, starting at $49.

## Related Texas Resources

-   [Texas Corporation Formation](/states/tx/corporation-formation-texas)
-   [Texas Registered Agent](/states/tx/registered-agent-texas)
-   [Texas LLC Taxes](/states/tx/llc-taxes-texas)