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Texas Statutes (Last Updated: January 4, 2014) |
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BUSINESS ORGANIZATIONS CODE |
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Title 2. CORPORATIONS |
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Chapter 21. FOR-PROFIT CORPORATIONS |
| Subchapter A. GENERAL PROVISIONS |
| § 21.002. DEFINITIONS |
| Subchapter B. FORMATION AND GOVERNING DOCUMENTS |
| § 21.051. NO PROPERTY RIGHT IN CERTIFICATE OF FORMATION |
| § 21.052. PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION |
| § 21.053. ADOPTION OF AMENDMENT BY BOARD OF DIRECTORS |
| § 21.054. ADOPTION OF AMENDMENT BY SHAREHOLDERS |
| § 21.055. NOTICE OF AND MEETING TO CONSIDER PROPOSED AMENDMENT |
| § 21.056. RESTATED CERTIFICATE OF FORMATION |
| § 21.057. BYLAWS |
| § 21.058. DUAL AUTHORITY |
| § 21.059. ORGANIZATION MEETING |
| Subchapter C. SHAREHOLDERS' AGREEMENTS |
| § 21.101. SHAREHOLDERS' AGREEMENT |
| § 21.102. TERM OF AGREEMENT |
| § 21.103. DISCLOSURE OF AGREEMENT; RECALL OF CERTAIN CERTIFICATES |
| § 21.104. EFFECT OF SHAREHOLDERS' AGREEMENT |
| § 21.105. RIGHT OF RESCISSION; KNOWLEDGE OF PURCHASER OF SHARES |
| § 21.106. AGREEMENT LIMITING AUTHORITY OF AND SUPPLANTING BOARD OF DIRECTORS; LIABILITY |
| § 21.107. LIABILITY OF SHAREHOLDER |
| § 21.108. PERSONS ACTING IN PLACE OF SHAREHOLDERS |
| § 21.109. AGREEMENT NOT EFFECTIVE |
| § 21.110. OTHER SHAREHOLDER AGREEMENTS PERMITTED |
| Subchapter D. SHARES, OPTIONS, AND CONVERTIBLE SECURITIES |
| § 21.151. NUMBER OF AUTHORIZED SHARES |
| § 21.152. CLASSES AND SERIES OF SHARES |
| § 21.153. DESIGNATIONS, PREFERENCES, LIMITATIONS, AND RIGHTS OF A CLASS OR SERIES |
| § 21.154. CERTAIN OPTIONAL CHARACTERISTICS OF SHARES |
| § 21.155. SERIES OF SHARES ESTABLISHED BY BOARD OF DIRECTORS |
| § 21.156. ACTIONS WITH RESPECT TO SERIES OF SHARES |
| § 21.157. ISSUANCE OF SHARES |
| § 21.158. ISSUANCE OF SHARES UNDER PLAN OF MERGER OR CONVERSION |
| § 21.159. TYPES OF CONSIDERATION FOR SHARES |
| § 21.160. DETERMINATION OF CONSIDERATION FOR SHARES |
| § 21.161. AMOUNT OF CONSIDERATION FOR ISSUANCE OF CERTAIN SHARES |
| § 21.162. VALUE AND SUFFICIENCY OF CONSIDERATION |
| § 21.163. ISSUANCE AND DISPOSITION OF FRACTIONAL SHARES OR SCRIP |
| § 21.164. RIGHTS OF HOLDERS OF FRACTIONAL SHARES OR SCRIP |
| § 21.165. SUBSCRIPTIONS |
| § 21.166. PREFORMATION SUBSCRIPTION |
| § 21.167. COMMITMENT TO PURCHASE SHARES |
| § 21.168. STOCK RIGHTS, OPTIONS, AND CONVERTIBLE INDEBTEDNESS |
| § 21.169. TERMS AND CONDITIONS OF RIGHTS AND OPTIONS |
| § 21.170. CONSIDERATION FOR RIGHTS, OPTIONS, AND CONVERTIBLE INDEBTEDNESS |
| § 21.171. OUTSTANDING OR TREASURY SHARES |
| § 21.172. EXPENSES OF ORGANIZATION, REORGANIZATION, AND FINANCING OF CORPORATION |
| § 21.173. SUPPLEMENTAL REQUIRED RECORDS |
| Subchapter E. SHAREHOLDER RIGHTS AND RESTRICTIONS |
| § 21.201. REGISTERED HOLDERS AS OWNERS; SHARES HELD BY NOMINEES |
| § 21.202. DEFINITION OF SHARES |
| § 21.203. NO STATUTORY PREEMPTIVE RIGHT UNLESS PROVIDED BY CERTIFICATE OF FORMATION |
| § 21.204. STATUTORY PREEMPTIVE RIGHTS |
| § 21.205. WAIVER OF PREEMPTIVE RIGHT |
| § 21.206. LIMITATION ON ACTION TO ENFORCE PREEMPTIVE RIGHT |
| § 21.207. DISPOSITION OF SHARES HAVING PREEMPTIVE RIGHTS |
| § 21.208. PREEMPTIVE RIGHT IN EXISTING CORPORATION |
| § 21.209. TRANSFER OF SHARES AND OTHER SECURITIES |
| § 21.210. RESTRICTION ON TRANSFER OF SHARES AND OTHER SECURITIES |
| § 21.211. VALID RESTRICTIONS ON TRANSFER |
| § 21.212. BYLAW OR AGREEMENT RESTRICTING TRANSFER OF SHARES OR OTHER SECURITIES |
| § 21.213. ENFORCEABILITY OF RESTRICTION ON TRANSFER OF CERTAIN SECURITIES |
| § 21.214. JOINT OWNERSHIP OF SHARES |
| § 21.215. LIABILITY FOR DESIGNATING OWNER OF SHARES |
| § 21.216. LIABILITY REGARDING JOINT OWNERSHIP OF SHARES |
| § 21.217. LIABILITY OF ASSIGNEE OR TRANSFEREE |
| § 21.218. EXAMINATION OF RECORDS |
| § 21.219. ANNUAL AND INTERIM STATEMENTS OF CORPORATION |
| § 21.220. PENALTY FOR FAILURE TO PREPARE VOTING LIST |
| § 21.221. PENALTY FOR FAILURE TO PROVIDE NOTICE OF MEETING |
| § 21.222. PENALTY FOR REFUSAL TO PERMIT EXAMINATION OF CERTAIN RECORDS |
| § 21.223. LIMITATION OF LIABILITY FOR OBLIGATIONS |
| § 21.224. PREEMPTION OF LIABILITY |
| § 21.225. EXCEPTIONS TO LIMITATIONS |
| § 21.226. PLEDGEES AND TRUST ADMINISTRATORS |
| Subchapter F. REDUCTIONS IN STATED CAPITAL; CANCELLATION OF TREASURY SHARES |
| § 21.251. REDUCTION OF STATED CAPITAL BY REDEMPTION OR PURCHASE OF REDEEMABLE SHARES |
| § 21.252. CANCELLATION OF TREASURY SHARES |
| § 21.253. PROCEDURES FOR REDUCTION OF STATED CAPITAL BY BOARD OF DIRECTORS |
| § 21.254. RESTRICTION ON REDUCTION OF STATED CAPITAL |
| Subchapter G. DISTRIBUTIONS AND SHARE DIVIDENDS |
| § 21.301. DEFINITIONS |
| § 21.302. AUTHORITY FOR DISTRIBUTIONS |
| § 21.303. LIMITATIONS ON DISTRIBUTIONS |
| § 21.304. REDEMPTIONS |
| § 21.305. NOTICE OF REDEMPTION |
| § 21.306. DEPOSIT OF MONEY FOR REDEMPTION |
| § 21.307. PAYMENT OF REDEEMED SHARES |
| § 21.308. PRIORITY OF DISTRIBUTIONS |
| § 21.309. RESERVES, DESIGNATIONS, AND ALLOCATIONS FROM SURPLUS |
| § 21.310. AUTHORITY FOR SHARE DIVIDENDS |
| § 21.311. LIMITATIONS ON SHARE DIVIDENDS |
| § 21.312. VALUE OF SHARES ISSUED AS SHARE DIVIDENDS |
| § 21.313. TRANSFER OF SURPLUS FOR SHARE DIVIDENDS |
| § 21.314. DETERMINATION OF SOLVENCY, NET ASSETS, STATED CAPITAL, AND SURPLUS |
| § 21.315. DATE OF DETERMINATION OF SOLVENCY, NET ASSETS, STATED CAPITAL, AND SURPLUS |
| § 21.316. LIABILITY OF DIRECTORS FOR WRONGFUL DISTRIBUTIONS |
| § 21.317. STATUTE OF LIMITATIONS ON ACTION FOR WRONGFUL DISTRIBUTION |
| § 21.318. CONTRIBUTION FROM CERTAIN SHAREHOLDERS AND DIRECTORS |
| Subchapter H. SHAREHOLDERS' MEETINGS; NOTICE TO SHAREHOLDERS; VOTING AND QUORUM |
| § 21.351. ANNUAL MEETING |
| § 21.352. SPECIAL MEETINGS |
| § 21.353. NOTICE OF MEETING |
| § 21.3531. NOTICE BY ELECTRONIC TRANSMISSION |
| § 21.354. INSPECTION OF VOTING LIST |
| § 21.355. CLOSING OF SHARE TRANSFER RECORDS |
| § 21.356. RECORD DATE FOR WRITTEN CONSENT TO ACTION |
| § 21.357. RECORD DATE FOR PURPOSE OF SHAREHOLDERS' MEETING |
| § 21.358. QUORUM |
| § 21.359. VOTING IN ELECTION OF DIRECTORS |
| § 21.360. NO CUMULATIVE VOTING RIGHT UNLESS AUTHORIZED |
| § 21.361. CUMULATIVE VOTING IN ELECTION OF DIRECTORS |
| § 21.362. CUMULATIVE VOTING RIGHT IN CERTAIN CORPORATIONS |
| § 21.363. VOTING ON MATTERS OTHER THAN ELECTION OF DIRECTORS |
| § 21.364. VOTE REQUIRED TO APPROVE FUNDAMENTAL ACTION |
| § 21.365. CHANGES IN VOTE REQUIRED FOR CERTAIN MATTERS |
| § 21.366. NUMBER OF VOTES PER SHARE |
| § 21.367. VOTING IN PERSON OR BY PROXY |
| § 21.368. TERM OF PROXY |
| § 21.369. REVOCABILITY OF PROXY |
| § 21.370. ENFORCEABILITY OF PROXY |
| § 21.371. PROCEDURES IN BYLAWS RELATING TO PROXIES |
| § 21.372. SHAREHOLDER MEETING LIST |
| Subchapter I. BOARD OF DIRECTORS |
| § 21.401. MANAGEMENT BY BOARD OF DIRECTORS |
| § 21.402. BOARD MEMBER ELIGIBILITY REQUIREMENTS |
| § 21.403. NUMBER OF DIRECTORS |
| § 21.404. DESIGNATION OF INITIAL BOARD OF DIRECTORS |
| § 21.405. ELECTION OF BOARD OF DIRECTORS |
| § 21.406. SPECIAL VOTING RIGHTS OF DIRECTORS |
| § 21.407. TERM OF OFFICE |
| § 21.408. SPECIAL TERMS OF OFFICE |
| § 21.409. REMOVAL OF DIRECTORS |
| § 21.4091. RESIGNATION OF DIRECTORS |
| § 21.410. VACANCY |
| § 21.411. NOTICE OF MEETING |
| § 21.412. WAIVER OF NOTICE |
| § 21.413. QUORUM |
| § 21.414. DISSENT TO ACTION |
| § 21.415. ACTION BY DIRECTORS |
| § 21.416. COMMITTEES OF BOARD OF DIRECTORS |
| § 21.417. ELECTION OF OFFICERS |
| § 21.418. CONTRACTS OR TRANSACTIONS INVOLVING INTERESTED DIRECTORS AND OFFICERS |
| Subchapter J. FUNDAMENTAL BUSINESS TRANSACTIONS |
| § 21.451. DEFINITIONS |
| § 21.452. APPROVAL OF MERGER |
| § 21.453. APPROVAL OF CONVERSION |
| § 21.454. APPROVAL OF EXCHANGE |
| § 21.455. APPROVAL OF SALE OF ALL OR SUBSTANTIALLY ALL OF ASSETS |
| § 21.456. GENERAL PROCEDURE FOR SUBMISSION TO SHAREHOLDERS OF FUNDAMENTAL BUSINESS TRANSACTION |
| § 21.457. GENERAL VOTE REQUIREMENT FOR APPROVAL OF FUNDAMENTAL BUSINESS TRANSACTION |
| § 21.458. CLASS VOTING REQUIREMENTS FOR CERTAIN FUNDAMENTAL BUSINESS TRANSACTIONS |
| § 21.459. NO SHAREHOLDER VOTE REQUIREMENT FOR CERTAIN FUNDAMENTAL BUSINESS TRANSACTIONS |
| § 21.460. RIGHTS OF DISSENT AND APPRAISAL |
| § 21.461. PLEDGE, MORTGAGE, DEED OF TRUST, OR TRUST INDENTURE |
| § 21.462. CONVEYANCE BY CORPORATION |
| Subchapter K. WINDING UP AND TERMINATION |
| § 21.501. APPROVAL OF VOLUNTARY WINDING UP, REINSTATEMENT, OR REVOCATION OF VOLUNTARY WINDING UP |
| § 21.502. CERTAIN PROCEDURES RELATING TO WINDING UP |
| § 21.503. MEETING OF SHAREHOLDERS; NOTICE |
| § 21.504. RESPONSIBILITY FOR WINDING UP |
| Subchapter L. DERIVATIVE PROCEEDINGS |
| § 21.551. DEFINITIONS |
| § 21.552. STANDING TO BRING PROCEEDING |
| § 21.553. DEMAND |
| § 21.554. DETERMINATION BY DIRECTORS OR INDEPENDENT PERSONS |
| § 21.555. STAY OF PROCEEDING |
| § 21.556. DISCOVERY |
| § 21.557. TOLLING OF STATUTE OF LIMITATIONS |
| § 21.558. DISMISSAL OF DERIVATIVE PROCEEDING |
| § 21.559. PROCEEDING INSTITUTED AFTER DEMAND REJECTED |
| § 21.560. DISCONTINUANCE OR SETTLEMENT |
| § 21.561. PAYMENT OF EXPENSES |
| § 21.562. APPLICATION TO FOREIGN CORPORATIONS |
| § 21.563. CLOSELY HELD CORPORATION |
| Subchapter M. AFFILIATED BUSINESS COMBINATIONS |
| § 21.601. DEFINITIONS |
| § 21.602. AFFILIATED SHAREHOLDER |
| § 21.603. BENEFICIAL OWNER OF SHARES OR OTHER SECURITIES |
| § 21.604. BUSINESS COMBINATION |
| § 21.605. CONTROL |
| § 21.606. THREE-YEAR MORATORIUM ON CERTAIN BUSINESS COMBINATIONS |
| § 21.607. APPLICATION OF MORATORIUM |
| § 21.608. EFFECT ON OTHER ACTIONS |
| § 21.609. CONFLICTING PROVISIONS |
| § 21.610. CHANGE IN VOTING REQUIREMENTS |
| Subchapter N. PROVISIONS RELATING TO INVESTMENT COMPANIES |
| § 21.651. DEFINITION |
| § 21.652. ESTABLISHING CLASS OR SERIES OF SHARES; CHANGE IN NUMBER OF SHARES |
| § 21.653. REQUIRED STATEMENT RELATING TO SHARES |
| § 21.654. TERM OF OFFICE OF DIRECTORS |
| § 21.655. MEETINGS OF SHAREHOLDERS |
| Subchapter O. CLOSE CORPORATION |
| § 21.701. DEFINITIONS |
| § 21.702. APPLICABILITY OF SUBCHAPTER |
| § 21.703. FORMATION OF CLOSE CORPORATION |
| § 21.704. BYLAWS OF CLOSE CORPORATION |
| § 21.705. ADOPTION OF AMENDMENT FOR CLOSE CORPORATION STATUS |
| § 21.706. ADOPTION OF CLOSE CORPORATION STATUS THROUGH MERGER, EXCHANGE, OR CONVERSION |
| § 21.707. EXISTING CLOSE CORPORATION |
| § 21.708. TERMINATION OF CLOSE CORPORATION STATUS |
| § 21.709. STATEMENT TERMINATING CLOSE CORPORATION STATUS; FILING; NOTICE |
| § 21.710. EFFECT OF TERMINATION OF CLOSE CORPORATION STATUS |
| § 21.711. SHAREHOLDERS' MEETING TO ELECT DIRECTORS |
| § 21.712. TERM OF OFFICE OF DIRECTORS |
| § 21.713. MANAGEMENT |
| § 21.714. SHAREHOLDERS' AGREEMENT |
| § 21.715. EXECUTION OF SHAREHOLDERS' AGREEMENT |
| § 21.716. ADOPTION OF AMENDMENT OF SHAREHOLDERS' AGREEMENT |
| § 21.717. DELIVERY OF SHAREHOLDERS' AGREEMENT |
| § 21.718. STATEMENT OF OPERATION AS CLOSE CORPORATION |
| § 21.719. VALIDITY AND ENFORCEABILITY OF SHAREHOLDERS' AGREEMENT |
| § 21.720. PERSONS BOUND BY SHAREHOLDERS' AGREEMENT |
| § 21.721. DELIVERY OF COPY OF SHAREHOLDERS' AGREEMENT TO TRANSFEREE |
| § 21.722. EFFECT OF REQUIRED STATEMENT ON SHARE CERTIFICATE AND DELIVERY OF SHAREHOLDERS' AGREEMENT |
| § 21.723. PARTY NOT BOUND BY SHAREHOLDERS' AGREEMENT ON CESSATION; LIABILITY |
| § 21.724. TERMINATION OF SHAREHOLDERS' AGREEMENT |
| § 21.725. CONSEQUENCES OF MANAGEMENT BY PERSONS OTHER THAN BOARD OF DIRECTORS |
| § 21.726. SHAREHOLDERS CONSIDERED DIRECTORS |
| § 21.727. LIABILITY OF SHAREHOLDERS |
| § 21.728. MODE AND EFFECT OF TAKING ACTION BY SHAREHOLDERS AND OTHERS |
| § 21.729. LIMITATION OF SHAREHOLDER'S LIABILITY |
| § 21.730. LACK OF FORMALITIES; TREATMENT AS PARTNERSHIP |
| § 21.731. OTHER AGREEMENTS AMONG SHAREHOLDERS PERMITTED |
| § 21.732. CLOSE CORPORATION SHARE CERTIFICATES |
| Subchapter P. JUDICIAL PROCEEDINGS RELATING TO CLOSE CORPORATION |
| § 21.751. DEFINITIONS |
| § 21.752. PROCEEDINGS AUTHORIZED |
| § 21.753. NOTICE; INTERVENTION |
| § 21.754. PROCEEDING NONEXCLUSIVE |
| § 21.755. UNAVAILABILITY OF JUDICIAL PROCEEDING |
| § 21.756. JUDICIAL PROCEEDING TO ENFORCE CLOSE CORPORATION PROVISION |
| § 21.757. LIQUIDATION; INVOLUNTARY WINDING UP AND TERMINATION; RECEIVERSHIP |
| § 21.758. APPOINTMENT OF PROVISIONAL DIRECTOR |
| § 21.759. RIGHTS AND POWERS OF PROVISIONAL DIRECTOR |
| § 21.760. COMPENSATION OF PROVISIONAL DIRECTOR |
| § 21.761. APPOINTMENT OF CUSTODIAN |
| § 21.762. POWERS AND DUTIES OF CUSTODIAN |
| § 21.763. TERMINATION OF CUSTODIANSHIP |
| Subchapter Q. MISCELLANEOUS PROVISIONS |
| § 21.801. SHARES AND OTHER SECURITIES ARE PERSONAL PROPERTY |
| § 21.802. PENALTIES FOR LATE FILING OF CERTAIN INSTRUMENTS |