As millions watched the ball drop in New York City’s Times Square on December 31, 2005, staffers at the Office of the Secretary of State were working diligently to usher in not only a New Year but also a New World. After months of planning, rewriting, revision, development and testing, the time had come to implement the provisions of the Texas Business Organizations Code (BOC), which was enacted by the 78th Legislature in 2003 with the passage of House Bill 1156.
The BOC, which codified the provisions of the existing statutes governing domestic for-profit corporations, nonprofit corporations, professional corporations, professional associations, limited partnerships, limited liability companies, partnerships, real estate investment trusts, cooperative associations, and unincorporated nonprofit associations, represented a major restructuring of existing statutes. In addition, the BOC made substantive changes to existing law. Given the fact that the structure, organization, and language of the BOC differed from existing statutes, the Legislature provided a four-year period of transition before the repeal of existing law and the mandatory application of the BOC to existing entities on January 1, 2010.
Consequently, until January 1, 2010, both the secretary of state and the practitioner must be able to navigate confidently between the Old World (prior law) and the New World (BOC). While much of the landscape of the BOC world will appear familiar to the practitioner, other features remind us that this is indeed another world. There is a different language to learn and new rules to retain.