1. (a) Ownership interests in a domestic entity may be certificated or uncertificated.
2. (b) The ownership interests in a for-profit corporation, real estate investment trust, or professional corporation must be certificated unless the governing documents of the entity or a resolution adopted by the governing authority of the entity states that the ownership interests are uncertificated. If a domestic entity changes the form of its ownership interests from certificated to uncertificated, a certificated ownership interest subject to the change becomes an uncertificated ownership interest only after the certificate is surrendered to the domestic entity.
3. (c) Ownership interests in a domestic entity, other than a domestic entity described by Subsection (b), are uncertificated unless this code or the governing documents of the domestic entity state that the interests are certificated.
4. (d) Sections 3.202-3.205 do not apply to a partnership or a limited liability company except to the extent that the governing documents of the partnership or limited liability company specify.

5. (e) The governing documents of a partnership or a limited liability company may:

   1. (1) provide that an owner's ownership interest may be evidenced by a certificate of ownership interest issued by the entity;
   2. (2) provide for the assignment or transfer of ownership interests represented by certificates; and
   3. (3) make other provisions with respect to the certificate.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.