Texas Statutes
Business Organizations Code
Title 2 - Corporations

Section 21.052. Procedures to Adopt Amendment to Certificate of Formation - Sec. 21.052. PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION....

Section 21.053. Adoption of Amendment by Board of Directors - Sec. 21.053. ADOPTION OF AMENDMENT BY BOARD OF DIRECTORS. (a)...

Section 21.054. Adoption of Amendment by Shareholders - Sec. 21.054. ADOPTION OF AMENDMENT BY SHAREHOLDERS. If a corporation...

Section 21.055. Notice of and Meeting to Consider Proposed Amendment - Sec. 21.055. NOTICE OF AND MEETING TO CONSIDER PROPOSED AMENDMENT....

Section 21.056. Restated Certificate of Formation - Sec. 21.056. RESTATED CERTIFICATE OF FORMATION. (a) A corporation may...

Section 21.057. Bylaws - Sec. 21.057. BYLAWS. (a) The board of directors of a...

Section 21.059. Organization Meeting - Sec. 21.059. ORGANIZATION MEETING. (a) This section does not apply...

Subchapter C. Shareholders' Agreements

Section 21.101. Shareholders' Agreement - Sec. 21.101. SHAREHOLDERS' AGREEMENT. (a) The shareholders of a corporation...

Section 21.102. Term of Agreement - Sec. 21.102. TERM OF AGREEMENT. Any limit on the term...

Section 21.103. Disclosure of Agreement; Recall of Certain Certificates - Sec. 21.103. DISCLOSURE OF AGREEMENT; RECALL OF CERTAIN CERTIFICATES. (a)...

Section 21.104. Effect of Shareholders' Agreement - Sec. 21.104. EFFECT OF SHAREHOLDERS' AGREEMENT. A shareholders' agreement that...

Section 21.105. Right of Rescission; Knowledge of Purchaser of Shares - Sec. 21.105. RIGHT OF RESCISSION; KNOWLEDGE OF PURCHASER OF SHARES....

Section 21.106. Agreement Limiting Authority of and Supplanting Board of Directors; Liability - Sec. 21.106. AGREEMENT LIMITING AUTHORITY OF AND SUPPLANTING BOARD OF...

Section 21.107. Liability of Shareholder - Sec. 21.107. LIABILITY OF SHAREHOLDER. The existence of or a...

Section 21.108. Persons Acting in Place of Shareholders - Sec. 21.108. PERSONS ACTING IN PLACE OF SHAREHOLDERS. An organizer...

Section 21.109. Agreement Not Effective - Sec. 21.109. AGREEMENT NOT EFFECTIVE. (a) A shareholders' agreement authorized...

Section 21.110. Other Shareholder Agreements Permitted - Sec. 21.110. OTHER SHAREHOLDER AGREEMENTS PERMITTED. This subchapter does not...

Subchapter D. Shares, Options, and Convertible Securities

Section 21.151. Number of Authorized Shares - Sec. 21.151. NUMBER OF AUTHORIZED SHARES. A corporation may issue...

Section 21.152. Classes and Series of Shares - Sec. 21.152. CLASSES AND SERIES OF SHARES. (a) A corporation's...

Section 21.153. Designations, Preferences, Limitations, and Rights of a Class or Series - Sec. 21.153. DESIGNATIONS, PREFERENCES, LIMITATIONS, AND RIGHTS OF A CLASS...

Section 21.154. Certain Optional Characteristics of Shares - Sec. 21.154. CERTAIN OPTIONAL CHARACTERISTICS OF SHARES. (a) Subject to...

Section 21.155. Series of Shares Established by Board of Directors - Sec. 21.155. SERIES OF SHARES ESTABLISHED BY BOARD OF DIRECTORS....

Section 21.156. Actions With Respect to Series of Shares - Sec. 21.156. ACTIONS WITH RESPECT TO SERIES OF SHARES. (a)...

Section 21.157. Issuance of Shares - Sec. 21.157. ISSUANCE OF SHARES. (a) Except as provided by...

Section 21.158. Issuance of Shares Under Plan of Merger or Conversion - Sec. 21.158. ISSUANCE OF SHARES UNDER PLAN OF MERGER OR...

Section 21.159. Types of Consideration for Shares - Sec. 21.159. TYPES OF CONSIDERATION FOR SHARES. Shares with or...

Section 21.160. Determination of Consideration for Shares - Sec. 21.160. DETERMINATION OF CONSIDERATION FOR SHARES. (a) Subject to...

Section 21.161. Amount of Consideration for Issuance of Certain Shares - Sec. 21.161. AMOUNT OF CONSIDERATION FOR ISSUANCE OF CERTAIN SHARES....

Section 21.162. Value and Sufficiency of Consideration - Sec. 21.162. VALUE AND SUFFICIENCY OF CONSIDERATION. In the absence...

Section 21.163. Issuance and Disposition of Fractional Shares or Scrip - Sec. 21.163. ISSUANCE AND DISPOSITION OF FRACTIONAL SHARES OR SCRIP....

Section 21.164. Rights of Holders of Fractional Shares or Scrip - Sec. 21.164. RIGHTS OF HOLDERS OF FRACTIONAL SHARES OR SCRIP....

Section 21.165. Subscriptions - Sec. 21.165. SUBSCRIPTIONS. (a) A corporation may accept a subscription...

Section 21.166. Preformation Subscription - Sec. 21.166. PREFORMATION SUBSCRIPTION. (a) The corporation may determine the...

Section 21.167. Commitment to Purchase Shares - Sec. 21.167. COMMITMENT TO PURCHASE SHARES. (a) A person who...

Section 21.168. Stock Rights, Options, and Convertible Indebtedness - Sec. 21.168. STOCK RIGHTS, OPTIONS, AND CONVERTIBLE INDEBTEDNESS. (a) Except...

Section 21.169. Terms and Conditions of Rights and Options - Sec. 21.169. TERMS AND CONDITIONS OF RIGHTS AND OPTIONS. (a)...

Section 21.170. Consideration for Rights, Options, and Convertible Indebtedness - Sec. 21.170. CONSIDERATION FOR RIGHTS, OPTIONS, AND CONVERTIBLE INDEBTEDNESS. (a)...

Section 21.171. Outstanding or Treasury Shares - Sec. 21.171. OUTSTANDING OR TREASURY SHARES. (a) Shares that are...

Section 21.172. Expenses of Organization, Reorganization, and Financing of Corporation - Sec. 21.172. EXPENSES OF ORGANIZATION, REORGANIZATION, AND FINANCING OF CORPORATION....

Section 21.173. Supplemental Required Records - Sec. 21.173. SUPPLEMENTAL REQUIRED RECORDS. In addition to the books...

Subchapter E. Shareholder Rights and Restrictions

Section 21.201. Registered Holders as Owners; Shares Held by Nominees - Sec. 21.201. REGISTERED HOLDERS AS OWNERS; SHARES HELD BY NOMINEES....

Section 21.202. Definition of Shares - Sec. 21.202. DEFINITION OF SHARES. In Sections 21.203-21.208, "shares" includes...

Section 21.203. No Statutory Preemptive Right Unless Provided by Certificate of Formation - Sec. 21.203. NO STATUTORY PREEMPTIVE RIGHT UNLESS PROVIDED BY CERTIFICATE...

Section 21.204. Statutory Preemptive Rights - Sec. 21.204. STATUTORY PREEMPTIVE RIGHTS. (a) If the shareholders of...

Section 21.205. Waiver of Preemptive Right - Sec. 21.205. WAIVER OF PREEMPTIVE RIGHT. (a) A shareholder may...

Section 21.206. Limitation on Action to Enforce Preemptive Right - Sec. 21.206. LIMITATION ON ACTION TO ENFORCE PREEMPTIVE RIGHT. (a)...

Section 21.207. Disposition of Shares Having Preemptive Rights - Sec. 21.207. DISPOSITION OF SHARES HAVING PREEMPTIVE RIGHTS. The transferee...

Section 21.208. Preemptive Right in Existing Corporation - Sec. 21.208. PREEMPTIVE RIGHT IN EXISTING CORPORATION. Subject to the...

Section 21.209. Transfer of Shares and Other Securities - Sec. 21.209. TRANSFER OF SHARES AND OTHER SECURITIES. Except as...

Section 21.210. Restriction on Transfer of Shares and Other Securities - Sec. 21.210. RESTRICTION ON TRANSFER OF SHARES AND OTHER SECURITIES....

Section 21.211. Valid Restrictions on Transfer - Sec. 21.211. VALID RESTRICTIONS ON TRANSFER. (a) Without limiting the...

Section 21.212. Bylaw or Agreement Restricting Transfer of Shares or Other Securities - Sec. 21.212. BYLAW OR AGREEMENT RESTRICTING TRANSFER OF SHARES OR...

Section 21.213. Enforceability of Restriction on Transfer of Certain Securities - Sec. 21.213. ENFORCEABILITY OF RESTRICTION ON TRANSFER OF CERTAIN SECURITIES....

Section 21.214. Joint Ownership of Shares - Sec. 21.214. JOINT OWNERSHIP OF SHARES. (a) If shares are...

Section 21.215. Liability for Designating Owner of Shares - Sec. 21.215. LIABILITY FOR DESIGNATING OWNER OF SHARES. A corporation...

Section 21.216. Liability Regarding Joint Ownership of Shares - Sec. 21.216. LIABILITY REGARDING JOINT OWNERSHIP OF SHARES. A corporation...

Section 21.217. Liability of Assignee or Transferee - Sec. 21.217. LIABILITY OF ASSIGNEE OR TRANSFEREE. An assignee or...

Section 21.218. Examination of Records - Sec. 21.218. EXAMINATION OF RECORDS. (a) In this section, a...

Section 21.219. Annual and Interim Statements of Corporation - Sec. 21.219. ANNUAL AND INTERIM STATEMENTS OF CORPORATION. (a) On...

Section 21.220. Penalty for Failure to Prepare Voting List - Sec. 21.220. PENALTY FOR FAILURE TO PREPARE VOTING LIST. An...

Section 21.221. Penalty for Failure to Provide Notice of Meeting - Sec. 21.221. PENALTY FOR FAILURE TO PROVIDE NOTICE OF MEETING....

Section 21.222. Penalty for Refusal to Permit Examination of Certain Records - Sec. 21.222. PENALTY FOR REFUSAL TO PERMIT EXAMINATION OF CERTAIN...

Section 21.223. Limitation of Liability for Obligations - Sec. 21.223. LIMITATION OF LIABILITY FOR OBLIGATIONS. (a) A holder...

Section 21.224. Preemption of Liability - Sec. 21.224. PREEMPTION OF LIABILITY. The liability of a holder,...

Section 21.225. Exceptions to Limitations - Sec. 21.225. EXCEPTIONS TO LIMITATIONS. Section 21.223 or 21.224 does...

Section 21.226. Pledgees and Trust Administrators - Sec. 21.226. PLEDGEES AND TRUST ADMINISTRATORS. (a) A pledgee or...

Subchapter F. Reductions in Stated Capital; Cancellation of Treasury Shares

Section 21.251. Reduction of Stated Capital by Redemption or Purchase of Redeemable Shares - Sec. 21.251. REDUCTION OF STATED CAPITAL BY REDEMPTION OR PURCHASE...

Section 21.252. Cancellation of Treasury Shares - Sec. 21.252. CANCELLATION OF TREASURY SHARES. (a) A corporation, by...

Section 21.253. Procedures for Reduction of Stated Capital by Board of Directors - Sec. 21.253. PROCEDURES FOR REDUCTION OF STATED CAPITAL BY BOARD...

Section 21.254. Restriction on Reduction of Stated Capital - Sec. 21.254. RESTRICTION ON REDUCTION OF STATED CAPITAL. The stated...

Subchapter G. Distributions and Share Dividends

Section 21.301. Definitions - Sec. 21.301. DEFINITIONS. In this subchapter: (1) "Distribution limit," with...

Section 21.302. Authority for Distributions - Sec. 21.302. AUTHORITY FOR DISTRIBUTIONS. (a) The board of directors...

Section 21.303. Limitations on Distributions - Sec. 21.303. LIMITATIONS ON DISTRIBUTIONS. (a) A corporation may not...

Section 21.304. Redemptions - Sec. 21.304. REDEMPTIONS. (a) A distribution by a corporation that...

Section 21.305. Notice of Redemption - Sec. 21.305. NOTICE OF REDEMPTION. (a) A notice of redemption...

Section 21.306. Deposit of Money for Redemption - Sec. 21.306. DEPOSIT OF MONEY FOR REDEMPTION. (a) After the...

Section 21.307. Payment of Redeemed Shares - Sec. 21.307. PAYMENT OF REDEEMED SHARES. (a) Payment of a...

Section 21.308. Priority of Distributions - Sec. 21.308. PRIORITY OF DISTRIBUTIONS. (a) Except as provided by...

Section 21.309. Reserves, Designations, and Allocations From Surplus - Sec. 21.309. RESERVES, DESIGNATIONS, AND ALLOCATIONS FROM SURPLUS. (a) A...

Section 21.310. Authority for Share Dividends - Sec. 21.310. AUTHORITY FOR SHARE DIVIDENDS. The board of directors...

Section 21.311. Limitations on Share Dividends - Sec. 21.311. LIMITATIONS ON SHARE DIVIDENDS. A corporation may not...

Section 21.312. Value of Shares Issued as Share Dividends - Sec. 21.312. VALUE OF SHARES ISSUED AS SHARE DIVIDENDS. (a)...

Section 21.313. Transfer of Surplus for Share Dividends - Sec. 21.313. TRANSFER OF SURPLUS FOR SHARE DIVIDENDS. (a) When...

Section 21.314. Determination of Solvency, Net Assets, Stated Capital, and Surplus - Sec. 21.314. DETERMINATION OF SOLVENCY, NET ASSETS, STATED CAPITAL, AND...

Section 21.315. Date of Determination of Solvency, Net Assets, Stated Capital, and Surplus - Sec. 21.315. DATE OF DETERMINATION OF SOLVENCY, NET ASSETS, STATED...

Section 21.316. Liability of Directors for Wrongful Distributions - Sec. 21.316. LIABILITY OF DIRECTORS FOR WRONGFUL DISTRIBUTIONS. (a) Subject...

Section 21.317. Statute of Limitations on Action for Wrongful Distribution - Sec. 21.317. STATUTE OF LIMITATIONS ON ACTION FOR WRONGFUL DISTRIBUTION....

Section 21.318. Contribution From Certain Shareholders and Directors - Sec. 21.318. CONTRIBUTION FROM CERTAIN SHAREHOLDERS AND DIRECTORS. (a) A...

Subchapter H. Shareholders' Meetings; Notice to Shareholders; Voting and Quorum

Section 21.351. Annual Meeting - Sec. 21.351. ANNUAL MEETING. (a) An annual meeting of the...

Section 21.352. Special Meetings - Sec. 21.352. SPECIAL MEETINGS. (a) A special meeting of the...

Section 21.3521. Shareholder Meetings by Remote Communication - Sec. 21.3521. SHAREHOLDER MEETINGS BY REMOTE COMMUNICATION. Except for any...

Section 21.353. Notice of Meeting - Sec. 21.353. NOTICE OF MEETING. (a) Except as provided by...

Section 21.3531. Notice by Electronic Transmission - Sec. 21.3531. NOTICE BY ELECTRONIC TRANSMISSION. (a) On consent of...

Section 21.354. Inspection of Voting List - Sec. 21.354. INSPECTION OF VOTING LIST. (a) The list of...

Section 21.355. Closing of Share Transfer Records - Sec. 21.355. CLOSING OF SHARE TRANSFER RECORDS. Share transfer records...

Section 21.356. Record Date for Written Consent to Action - Sec. 21.356. RECORD DATE FOR WRITTEN CONSENT TO ACTION. The...

Section 21.357. Record Date for Purpose of Shareholders' Meeting - Sec. 21.357. RECORD DATE FOR PURPOSE OF SHAREHOLDERS' MEETING. The...

Section 21.358. Quorum - Sec. 21.358. QUORUM. (a) Subject to Subsection (b), the holders...

Section 21.359. Voting in Election of Directors - Sec. 21.359. VOTING IN ELECTION OF DIRECTORS. (a) Subject to...

Section 21.360. No Cumulative Voting Right Unless Authorized - Sec. 21.360. NO CUMULATIVE VOTING RIGHT UNLESS AUTHORIZED. Except as...

Section 21.361. Cumulative Voting in Election of Directors - Sec. 21.361. CUMULATIVE VOTING IN ELECTION OF DIRECTORS. (a) At...

Section 21.362. Cumulative Voting Right in Certain Corporations - Sec. 21.362. CUMULATIVE VOTING RIGHT IN CERTAIN CORPORATIONS. Except as...

Section 21.363. Voting on Matters Other Than Election of Directors - Sec. 21.363. VOTING ON MATTERS OTHER THAN ELECTION OF DIRECTORS....

Section 21.364. Vote Required to Approve Fundamental Action - Sec. 21.364. VOTE REQUIRED TO APPROVE FUNDAMENTAL ACTION. (a) In...

Section 21.365. Changes in Vote Required for Certain Matters - Sec. 21.365. CHANGES IN VOTE REQUIRED FOR CERTAIN MATTERS. (a)...

Section 21.366. Number of Votes per Share - Sec. 21.366. NUMBER OF VOTES PER SHARE. (a) Except as...

Section 21.367. Voting in Person or by Proxy - Sec. 21.367. VOTING IN PERSON OR BY PROXY. (a) A...

Section 21.368. Term of Proxy - Sec. 21.368. TERM OF PROXY. A proxy is not valid...

Section 21.369. Revocability of Proxy - Sec. 21.369. REVOCABILITY OF PROXY. (a) In this section, a...

Section 21.370. Enforceability of Proxy - Sec. 21.370. ENFORCEABILITY OF PROXY. (a) An irrevocable proxy is...

Section 21.371. Procedures in Bylaws Relating to Proxies - Sec. 21.371. PROCEDURES IN BYLAWS RELATING TO PROXIES. (a) A...

Section 21.372. Shareholder Meeting List - Sec. 21.372. SHAREHOLDER MEETING LIST. (a) Not later than the...

Subchapter I. Board of Directors

Section 21.401. Management by Board of Directors - Sec. 21.401. MANAGEMENT BY BOARD OF DIRECTORS. (a) Except as...

Section 21.402. Board Member Eligibility Requirements - Sec. 21.402. BOARD MEMBER ELIGIBILITY REQUIREMENTS. Unless the certificate of...

Section 21.403. Number of Directors - Sec. 21.403. NUMBER OF DIRECTORS. (a) The board of directors...

Section 21.404. Designation of Initial Board of Directors - Sec. 21.404. DESIGNATION OF INITIAL BOARD OF DIRECTORS. If the...

Section 21.405. Election of Board of Directors - Sec. 21.405. ELECTION OF BOARD OF DIRECTORS. (a) At the...

Section 21.406. Special Voting Rights of Directors - Sec. 21.406. SPECIAL VOTING RIGHTS OF DIRECTORS. (a) The certificate...

Section 21.407. Term of Office - Sec. 21.407. TERM OF OFFICE. Except as otherwise provided by...

Section 21.408. Special Terms of Office - Sec. 21.408. SPECIAL TERMS OF OFFICE. (a) The certificate of...

Section 21.409. Removal of Directors - Sec. 21.409. REMOVAL OF DIRECTORS. (a) Except as otherwise provided...

Section 21.4091. Resignation of Directors - Sec. 21.4091. RESIGNATION OF DIRECTORS. (a) Except as otherwise provided...

Section 21.410. Vacancy - Sec. 21.410. VACANCY. (a) A vacancy occurring in the initial...

Section 21.411. Notice of Meeting - Sec. 21.411. NOTICE OF MEETING. (a) Regular meetings of the...

Section 21.412. Waiver of Notice - Sec. 21.412. WAIVER OF NOTICE. (a) If the bylaws of...

Section 21.413. Quorum - Sec. 21.413. QUORUM. (a) A quorum of the board of...

Section 21.414. Dissent to or Abstention From Action - Sec. 21.414. DISSENT TO OR ABSTENTION FROM ACTION. (a) A...

Section 21.415. Action by Directors - Sec. 21.415. ACTION BY DIRECTORS. (a) The act of a...

Section 21.416. Committees of Board of Directors - Sec. 21.416. COMMITTEES OF BOARD OF DIRECTORS. (a) If authorized...

Section 21.417. Election of Officers - Sec. 21.417. ELECTION OF OFFICERS. The board of directors of...

Section 21.418. Contracts or Transactions Involving Interested Directors and Officers - Sec. 21.418. CONTRACTS OR TRANSACTIONS INVOLVING INTERESTED DIRECTORS AND OFFICERS....

Subchapter J. Fundamental Business Transactions

Section 21.451. Definitions - Sec. 21.451. DEFINITIONS. In this subchapter: (1) "Participating shares" means...

Section 21.452. Approval of Merger - Sec. 21.452. APPROVAL OF MERGER. (a) A corporation that is...

Section 21.453. Approval of Conversion - Sec. 21.453. APPROVAL OF CONVERSION. (a) A corporation must approve...

Section 21.454. Approval of Exchange - Sec. 21.454. APPROVAL OF EXCHANGE. (a) A corporation the shares...

Section 21.455. Approval of Sale of All or Substantially All of Assets - Sec. 21.455. APPROVAL OF SALE OF ALL OR SUBSTANTIALLY ALL...

Section 21.456. General Procedure for Submission to Shareholders of Fundamental Business Transaction - Sec. 21.456. GENERAL PROCEDURE FOR SUBMISSION TO SHAREHOLDERS OF FUNDAMENTAL...

Section 21.457. General Vote Requirement for Approval of Fundamental Business Transaction - Sec. 21.457. GENERAL VOTE REQUIREMENT FOR APPROVAL OF FUNDAMENTAL BUSINESS...

Section 21.458. Class Voting Requirements for Certain Fundamental Business Transactions - Sec. 21.458. CLASS VOTING REQUIREMENTS FOR CERTAIN FUNDAMENTAL BUSINESS TRANSACTIONS....

Section 21.459. No Shareholder Vote Requirement for Certain Fundamental Business Transactions - Sec. 21.459. NO SHAREHOLDER VOTE REQUIREMENT FOR CERTAIN FUNDAMENTAL BUSINESS...

Section 21.460. Rights of Dissent and Appraisal - Sec. 21.460. RIGHTS OF DISSENT AND APPRAISAL. A shareholder of...

Section 21.461. Pledge, Mortgage, Deed of Trust, or Trust Indenture - Sec. 21.461. PLEDGE, MORTGAGE, DEED OF TRUST, OR TRUST INDENTURE....

Section 21.462. Conveyance by Corporation - Sec. 21.462. CONVEYANCE BY CORPORATION. A corporation may convey real...

Subchapter K. Winding Up and Termination

Section 21.501. Approval of Voluntary Winding Up, Reinstatement, or Revocation of Voluntary Winding Up - Sec. 21.501. APPROVAL OF VOLUNTARY WINDING UP, REINSTATEMENT, OR REVOCATION...

Section 21.502. Certain Procedures Relating to Winding Up - Sec. 21.502. CERTAIN PROCEDURES RELATING TO WINDING UP. To approve...

Section 21.503. Meeting of Shareholders; Notice - Sec. 21.503. MEETING OF SHAREHOLDERS; NOTICE. (a) Each shareholder of...

Section 21.504. Responsibility for Winding Up - Sec. 21.504. RESPONSIBILITY FOR WINDING UP. If a corporation determines...

Subchapter L. Derivative Proceedings

Section 21.551. Definitions - Sec. 21.551. DEFINITIONS. In this subchapter: (1) "Derivative proceeding" means...

Section 21.552. Standing to Bring Proceeding - Sec. 21.552. STANDING TO BRING PROCEEDING. (a) Subject to Subsection...

Section 21.553. Demand - Sec. 21.553. DEMAND. (a) A shareholder may not institute a...

Section 21.554. Determination by Directors or Independent Persons - Sec. 21.554. DETERMINATION BY DIRECTORS OR INDEPENDENT PERSONS. (a) A...

Section 21.555. Stay of Proceeding - Sec. 21.555. STAY OF PROCEEDING. (a) If the corporation that...

Section 21.556. Discovery - Sec. 21.556. DISCOVERY. (a) If a corporation proposes to dismiss...

Section 21.557. Tolling of Statute of Limitations - Sec. 21.557. TOLLING OF STATUTE OF LIMITATIONS. A written demand...

Section 21.558. Dismissal of Derivative Proceeding - Sec. 21.558. DISMISSAL OF DERIVATIVE PROCEEDING. (a) A court, sitting...

Section 21.559. Allegations After Demand Rejected - Sec. 21.559. ALLEGATIONS AFTER DEMAND REJECTED. If a derivative proceeding...

Section 21.560. Discontinuance or Settlement - Sec. 21.560. DISCONTINUANCE OR SETTLEMENT. (a) A derivative proceeding may...

Section 21.561. Payment of Expenses - Sec. 21.561. PAYMENT OF EXPENSES. (a) In this section, "expenses"...

Section 21.562. Application to Foreign Corporations - Sec. 21.562. APPLICATION TO FOREIGN CORPORATIONS. (a) In a derivative...

Section 21.563. Closely Held Corporation - Sec. 21.563. CLOSELY HELD CORPORATION. (a) In this section, "closely...

Subchapter M. Affiliated Business Combinations

Section 21.601. Definitions - Sec. 21.601. DEFINITIONS. In this subchapter: (1) "Issuing public corporation"...

Section 21.602. Affiliated Shareholder - Sec. 21.602. AFFILIATED SHAREHOLDER. (a) For purposes of this subchapter,...

Section 21.603. Beneficial Owner of Shares or Other Securities - Sec. 21.603. BENEFICIAL OWNER OF SHARES OR OTHER SECURITIES. (a)...

Section 21.604. Business Combination - Sec. 21.604. BUSINESS COMBINATION. A business combination is: (1) a...

Section 21.605. Control - Sec. 21.605. CONTROL. (a) For purposes of this subchapter, a...

Section 21.606. Three-Year Moratorium on Certain Business Combinations - Sec. 21.606. THREE-YEAR MORATORIUM ON CERTAIN BUSINESS COMBINATIONS. An issuing...

Section 21.607. Application of Moratorium - Sec. 21.607. APPLICATION OF MORATORIUM. Section 21.606 does not apply...

Section 21.608. Effect on Other Actions - Sec. 21.608. EFFECT ON OTHER ACTIONS. (a) This subchapter does...

Section 21.609. Conflicting Provisions - Sec. 21.609. CONFLICTING PROVISIONS. If this subchapter conflicts with another...

Section 21.610. Change in Voting Requirements - Sec. 21.610. CHANGE IN VOTING REQUIREMENTS. The affirmative vote or...

Subchapter N. Provisions Relating to Investment Companies

Section 21.651. Definition - Sec. 21.651. DEFINITION. In this subchapter, "investment company" means a...

Section 21.652. Establishing Class or Series of Shares; Change in Number of Shares - Sec. 21.652. ESTABLISHING CLASS OR SERIES OF SHARES; CHANGE IN...

Section 21.653. Required Statement Relating to Shares - Sec. 21.653. REQUIRED STATEMENT RELATING TO SHARES. (a) Before the...

Section 21.654. Term of Office of Directors - Sec. 21.654. TERM OF OFFICE OF DIRECTORS. Unless the director...

Section 21.655. Meetings of Shareholders - Sec. 21.655. MEETINGS OF SHAREHOLDERS. (a) If provided by the...

Subchapter O. Close Corporation

Section 21.701. Definitions - Sec. 21.701. DEFINITIONS. In this subchapter and Subchapter P: (1)...

Section 21.702. Applicability of Subchapter - Sec. 21.702. APPLICABILITY OF SUBCHAPTER. (a) This subchapter applies only...

Section 21.703. Formation of Close Corporation - Sec. 21.703. FORMATION OF CLOSE CORPORATION. A close corporation shall...

Section 21.704. Bylaws of Close Corporation - Sec. 21.704. BYLAWS OF CLOSE CORPORATION. (a) A close corporation...

Section 21.705. Adoption of Amendment for Close Corporation Status - Sec. 21.705. ADOPTION OF AMENDMENT FOR CLOSE CORPORATION STATUS. (a)...

Section 21.706. Adoption of Close Corporation Status Through Merger, Exchange, or Conversion - Sec. 21.706. ADOPTION OF CLOSE CORPORATION STATUS THROUGH MERGER, EXCHANGE,...

Section 21.707. Existing Close Corporation - Sec. 21.707. EXISTING CLOSE CORPORATION. (a) This section applies to...

Section 21.708. Termination of Close Corporation Status - Sec. 21.708. TERMINATION OF CLOSE CORPORATION STATUS. A close corporation...

Section 21.709. Statement Terminating Close Corporation Status; Filing; Notice - Sec. 21.709. STATEMENT TERMINATING CLOSE CORPORATION STATUS; FILING; NOTICE. (a)...

Section 21.710. Effect of Termination of Close Corporation Status - Sec. 21.710. EFFECT OF TERMINATION OF CLOSE CORPORATION STATUS. (a)...

Section 21.711. Shareholders' Meeting to Elect Directors - Sec. 21.711. SHAREHOLDERS' MEETING TO ELECT DIRECTORS. A shareholders' meeting...

Section 21.712. Term of Office of Directors - Sec. 21.712. TERM OF OFFICE OF DIRECTORS. A director succeeding...

Section 21.713. Management - Sec. 21.713. MANAGEMENT. A close corporation shall be managed: (1)...

Section 21.714. Shareholders' Agreement - Sec. 21.714. SHAREHOLDERS' AGREEMENT. (a) The shareholders of a close...

Section 21.715. Execution of Shareholders' Agreement - Sec. 21.715. EXECUTION OF SHAREHOLDERS' AGREEMENT. A shareholders' agreement shall...

Section 21.716. Adoption of Amendment of Shareholders' Agreement - Sec. 21.716. ADOPTION OF AMENDMENT OF SHAREHOLDERS' AGREEMENT. Unless otherwise...

Section 21.717. Delivery of Shareholders' Agreement - Sec. 21.717. DELIVERY OF SHAREHOLDERS' AGREEMENT. (a) The close corporation...

Section 21.718. Statement of Operation as Close Corporation - Sec. 21.718. STATEMENT OF OPERATION AS CLOSE CORPORATION. (a) On...

Section 21.719. Validity and Enforceability of Shareholders' Agreement - Sec. 21.719. VALIDITY AND ENFORCEABILITY OF SHAREHOLDERS' AGREEMENT. (a) A...

Section 21.720. Persons Bound by Shareholders' Agreement - Sec. 21.720. PERSONS BOUND BY SHAREHOLDERS' AGREEMENT. (a) A shareholders'...

Section 21.721. Delivery of Copy of Shareholders' Agreement to Transferee - Sec. 21.721. DELIVERY OF COPY OF SHAREHOLDERS' AGREEMENT TO TRANSFEREE....

Section 21.722. Effect of Required Statement on Share Certificate and Delivery of Shareholders' Agreement - Sec. 21.722. EFFECT OF REQUIRED STATEMENT ON SHARE CERTIFICATE AND...

Section 21.723. Party Not Bound by Shareholders' Agreement on Cessation; Liability - Sec. 21.723. PARTY NOT BOUND BY SHAREHOLDERS' AGREEMENT ON CESSATION;...

Section 21.724. Termination of Shareholders' Agreement - Sec. 21.724. TERMINATION OF SHAREHOLDERS' AGREEMENT. (a) Except as provided...

Section 21.725. Consequences of Management by Persons Other Than Board of Directors - Sec. 21.725. CONSEQUENCES OF MANAGEMENT BY PERSONS OTHER THAN BOARD...

Section 21.726. Shareholders Considered Directors - Sec. 21.726. SHAREHOLDERS CONSIDERED DIRECTORS. (a) When required by the...

Section 21.727. Liability of Shareholders - Sec. 21.727. LIABILITY OF SHAREHOLDERS. The shareholders of a close...

Section 21.728. Mode and Effect of Taking Action by Shareholders and Others - Sec. 21.728. MODE AND EFFECT OF TAKING ACTION BY SHAREHOLDERS...

Section 21.729. Limitation of Shareholder's Liability - Sec. 21.729. LIMITATION OF SHAREHOLDER'S LIABILITY. (a) A shareholder of...

Section 21.730. Lack of Formalities; Treatment as Partnership - Sec. 21.730. LACK OF FORMALITIES; TREATMENT AS PARTNERSHIP. The failure...

Section 21.731. Other Agreements Among Shareholders Permitted - Sec. 21.731. OTHER AGREEMENTS AMONG SHAREHOLDERS PERMITTED. Sections 21.713-21.730 do...

Section 21.732. Close Corporation Share Certificates - Sec. 21.732. CLOSE CORPORATION SHARE CERTIFICATES. (a) In addition to...

Subchapter P. Judicial Proceedings Relating to Close Corporation

Section 21.751. Definitions - Sec. 21.751. DEFINITIONS. In this subchapter: (1) "Court" means a...

Section 21.752. Proceedings Authorized - Sec. 21.752. PROCEEDINGS AUTHORIZED. In addition to any other judicial...

Section 21.753. Notice; Intervention - Sec. 21.753. NOTICE; INTERVENTION. (a) Notice of the institution of...

Section 21.754. Proceeding Nonexclusive - Sec. 21.754. PROCEEDING NONEXCLUSIVE. Except as provided by Section 21.755,...

Section 21.755. Unavailability of Judicial Proceeding - Sec. 21.755. UNAVAILABILITY OF JUDICIAL PROCEEDING. (a) A shareholder may...

Section 21.756. Judicial Proceeding to Enforce Close Corporation Provision - Sec. 21.756. JUDICIAL PROCEEDING TO ENFORCE CLOSE CORPORATION PROVISION. (a)...

Section 21.757. Liquidation; Involuntary Winding Up and Termination; Receivership - Sec. 21.757. LIQUIDATION; INVOLUNTARY WINDING UP AND TERMINATION; RECEIVERSHIP. Except...

Section 21.758. Appointment of Provisional Director - Sec. 21.758. APPOINTMENT OF PROVISIONAL DIRECTOR. (a) In a judicial...

Section 21.759. Rights and Powers of Provisional Director - Sec. 21.759. RIGHTS AND POWERS OF PROVISIONAL DIRECTOR. A provisional...

Section 21.760. Compensation of Provisional Director - Sec. 21.760. COMPENSATION OF PROVISIONAL DIRECTOR. (a) The compensation of...

Section 21.761. Appointment of Custodian - Sec. 21.761. APPOINTMENT OF CUSTODIAN. (a) In a judicial proceeding...

Section 21.762. Powers and Duties of Custodian - Sec. 21.762. POWERS AND DUTIES OF CUSTODIAN. A person who...

Section 21.763. Termination of Custodianship - Sec. 21.763. TERMINATION OF CUSTODIANSHIP. If the condition requiring the...

Subchapter Q. Miscellaneous Provisions

Section 21.801. Shares and Other Securities Are Personal Property - Sec. 21.801. SHARES AND OTHER SECURITIES ARE PERSONAL PROPERTY. Except...

Section 21.802. Penalties for Late Filing of Certain Instruments - Sec. 21.802. PENALTIES FOR LATE FILING OF CERTAIN INSTRUMENTS. (a)...

Subchapter R. Ratification of Defective Corporate Acts or Shares; Proceedings

Section 21.901. Definitions - Sec. 21.901. DEFINITIONS. In this subchapter: (1) "Corporate statute," with...

Section 21.902. Ratification of Defective Corporate Act and Putative Shares - Sec. 21.902. RATIFICATION OF DEFECTIVE CORPORATE ACT AND PUTATIVE SHARES....

Section 21.903. Ratification of Defective Corporate Act; Adoption of Resolutions - Sec. 21.903. RATIFICATION OF DEFECTIVE CORPORATE ACT; ADOPTION OF RESOLUTIONS....

Section 21.904. Quorum and Voting Requirements for Adoption of Resolutions - Sec. 21.904. QUORUM AND VOTING REQUIREMENTS FOR ADOPTION OF RESOLUTIONS....

Section 21.905. Shareholder Approval of Ratified Defective Corporate Act Required; Exception - Sec. 21.905. SHAREHOLDER APPROVAL OF RATIFIED DEFECTIVE CORPORATE ACT REQUIRED;...

Section 21.906. Notice Requirements for Ratified Defective Corporate Act Submitted for Shareholder Approval - Sec. 21.906. NOTICE REQUIREMENTS FOR RATIFIED DEFECTIVE CORPORATE ACT SUBMITTED...

Section 21.907. Shareholder Meeting; Quorum and Voting - Sec. 21.907. SHAREHOLDER MEETING; QUORUM AND VOTING. (a) At the...

Section 21.908. Certificate of Validation - Sec. 21.908. CERTIFICATE OF VALIDATION. (a) If a defective corporate...

Section 21.909. Adoption of Resolutions; Effect on Defective Corporate Act - Sec. 21.909. ADOPTION OF RESOLUTIONS; EFFECT ON DEFECTIVE CORPORATE ACT....

Section 21.910. Adoption of Resolutions; Effect on Putative Shares - Sec. 21.910. ADOPTION OF RESOLUTIONS; EFFECT ON PUTATIVE SHARES. On...

Section 21.911. Notice to Shareholders Following Ratification of Defective Corporate Act - Sec. 21.911. NOTICE TO SHAREHOLDERS FOLLOWING RATIFICATION OF DEFECTIVE CORPORATE...

Section 21.912. Valid Shares or Putative Shares - Sec. 21.912. VALID SHARES OR PUTATIVE SHARES. In the absence...

Section 21.913. Ratification Procedures or Court Proceedings Concerning Validation Not Exclusive - Sec. 21.913. RATIFICATION PROCEDURES OR COURT PROCEEDINGS CONCERNING VALIDATION NOT...

Section 21.914. Proceeding Regarding Validity of Defective Corporate Acts and Shares - Sec. 21.914. PROCEEDING REGARDING VALIDITY OF DEFECTIVE CORPORATE ACTS AND...

Section 21.915. Exclusive Jurisdiction - Sec. 21.915. EXCLUSIVE JURISDICTION. The district court has exclusive jurisdiction...

Section 21.916. Service - Sec. 21.916. SERVICE. (a) Service of an application filed under...

Section 21.917. Statute of Limitations - Sec. 21.917. STATUTE OF LIMITATIONS. (a) This section does not...

Subchapter S. Public Benefit Corporations

Section 21.951. Law Applicable to Public Benefit Corporations; Formation - Sec. 21.951. LAW APPLICABLE TO PUBLIC BENEFIT CORPORATIONS; FORMATION. (a)...

Section 21.952. Definitions - Sec. 21.952. DEFINITIONS. In this subchapter: (1) "Public benefit" means...

Section 21.953. Purpose of Public Benefit Corporation; Name of Corporation - Sec. 21.953. PURPOSE OF PUBLIC BENEFIT CORPORATION; NAME OF CORPORATION....

Section 21.954. Certain Amendments, Mergers, Exchanges, and Conversions; Voter Approval Required - Sec. 21.954. CERTAIN AMENDMENTS, MERGERS, EXCHANGES, AND CONVERSIONS; VOTER APPROVAL...

Section 21.955. Stock Certificates; Notices Regarding Uncertificated Stock - Sec. 21.955. STOCK CERTIFICATES; NOTICES REGARDING UNCERTIFICATED STOCK. (a) A...

Section 21.956. Duties of Directors - Sec. 21.956. DUTIES OF DIRECTORS. (a) The board of directors...

Section 21.957. Periodic Statements - Sec. 21.957. PERIODIC STATEMENTS. (a) A public benefit corporation shall...

Section 21.958. Derivative Suits - Sec. 21.958. DERIVATIVE SUITS. (a) In this section, "shareholder" means:...

Section 21.959. No Effect on Other Corporations - Sec. 21.959. NO EFFECT ON OTHER CORPORATIONS. Except as provided...

Chapter 22 - Nonprofit Corporations

Subchapter A. General Provisions

Section 22.001. Definitions - Sec. 22.001. DEFINITIONS. In this chapter: (1) "Board of directors"...

Section 22.002. Meetings by Remote Communications Technology - Sec. 22.002. MEETINGS BY REMOTE COMMUNICATIONS TECHNOLOGY. A meeting of...

Subchapter B. Purposes and Powers

Section 22.051. General Purposes - Sec. 22.051. GENERAL PURPOSES. A nonprofit corporation may be formed...

Section 22.052. Dental Health Service Corporation - Sec. 22.052. DENTAL HEALTH SERVICE CORPORATION. (a) A charitable corporation...

Section 22.053. Dividends Prohibited - Sec. 22.053. DIVIDENDS PROHIBITED. Except as provided by Section 22.054,...

Section 22.054. Authorized Benefits and Distributions - Sec. 22.054. AUTHORIZED BENEFITS AND DISTRIBUTIONS. A corporation may: (1)...

Section 22.055. Power to Assist Employee or Officer - Sec. 22.055. POWER TO ASSIST EMPLOYEE OR OFFICER. (a) A...

Section 22.056. Health Organization Corporation - Sec. 22.056. HEALTH ORGANIZATION CORPORATION. (a) Doctors of medicine and...

Section 22.0561. Corporations Formed by Physicians and Physician Assistants - Sec. 22.0561. CORPORATIONS FORMED BY PHYSICIANS AND PHYSICIAN ASSISTANTS. (a)...

Subchapter C. Formation and Governing Documents

Section 22.101. Incorporation of Certain Organizations - Sec. 22.101. INCORPORATION OF CERTAIN ORGANIZATIONS. A religious society, a...

Section 22.102. Bylaws - Sec. 22.102. BYLAWS. (a) The initial bylaws of a corporation...

Section 22.103. Inconsistency Between Certificate of Formation and Bylaw - Sec. 22.103. INCONSISTENCY BETWEEN CERTIFICATE OF FORMATION AND BYLAW. (a)...

Section 22.104. Organization Meeting - Sec. 22.104. ORGANIZATION MEETING. (a) After the certificate of formation...

Section 22.105. Procedures to Adopt Amendment to Certificate of Formation by Members Having Voting Rights - Sec. 22.105. PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION...

Section 22.106. Procedures to Adopt Amendment to Certificate of Formation by Managing Members - Sec. 22.106. PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION...

Section 22.107. Procedures to Adopt Amendment to Certificate of Formation by Board of Directors - Sec. 22.107. PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION...

Section 22.108. Number of Amendments Subject to Vote at Meeting - Sec. 22.108. NUMBER OF AMENDMENTS SUBJECT TO VOTE AT MEETING....

Section 22.109. Restated Certificate of Formation - Sec. 22.109. RESTATED CERTIFICATE OF FORMATION. (a) A corporation may...

Subchapter D. Members

Section 22.151. Members - Sec. 22.151. MEMBERS. (a) A corporation may have one or...

Section 22.152. Immunity From Liability - Sec. 22.152. IMMUNITY FROM LIABILITY. The members of a corporation...

Section 22.153. Annual Meeting - Sec. 22.153. ANNUAL MEETING. (a) Except as provided by Subsection...

Section 22.154. Failure to Call Annual Meeting - Sec. 22.154. FAILURE TO CALL ANNUAL MEETING. (a) If the...

Section 22.155. Special Meetings of Members - Sec. 22.155. SPECIAL MEETINGS OF MEMBERS. A special meeting of...

Section 22.156. Notice of Meeting - Sec. 22.156. NOTICE OF MEETING. (a) A corporation other than...

Section 22.157. Special Bylaws Affecting Notice - Sec. 22.157. SPECIAL BYLAWS AFFECTING NOTICE. (a) A corporation may...

Section 22.158. Preparation and Inspection of List of Voting Members - Sec. 22.158. PREPARATION AND INSPECTION OF LIST OF VOTING MEMBERS....

Section 22.159. Quorum of Members - Sec. 22.159. QUORUM OF MEMBERS. (a) Unless otherwise provided by...

Section 22.160. Voting of Members - Sec. 22.160. VOTING OF MEMBERS. (a) Each member of a...

Section 22.161. Election of Directors - Sec. 22.161. ELECTION OF DIRECTORS. (a) A member entitled to...

Section 22.162. Greater Voting Requirements Under Certificate of Formation - Sec. 22.162. GREATER VOTING REQUIREMENTS UNDER CERTIFICATE OF FORMATION. If...

Section 22.163. Record Date for Determination of Members - Sec. 22.163. RECORD DATE FOR DETERMINATION OF MEMBERS. (a) The...

Section 22.164. Vote Required to Approve Fundamental Action - Sec. 22.164. VOTE REQUIRED TO APPROVE FUNDAMENTAL ACTION. (a) In...

Subchapter E. Management

Section 22.201. Management by Board of Directors - Sec. 22.201. MANAGEMENT BY BOARD OF DIRECTORS. Except as provided...

Section 22.202. Management by Members - Sec. 22.202. MANAGEMENT BY MEMBERS. (a) The certificate of formation...

Section 22.203. Board Member Eligibility Requirements - Sec. 22.203. BOARD MEMBER ELIGIBILITY REQUIREMENTS. A director of a...

Section 22.204. Number of Directors - Sec. 22.204. NUMBER OF DIRECTORS. (a) If the corporation has...

Section 22.205. Designation of Initial Board of Directors - Sec. 22.205. DESIGNATION OF INITIAL BOARD OF DIRECTORS. If the...

Section 22.206. Election or Appointment of Board of Directors - Sec. 22.206. ELECTION OR APPOINTMENT OF BOARD OF DIRECTORS. Directors...

Section 22.207. Election and Control by Certain Entities - Sec. 22.207. ELECTION AND CONTROL BY CERTAIN ENTITIES. (a) The...

Section 22.208. Term of Office - Sec. 22.208. TERM OF OFFICE. (a) Unless the director resigns...

Section 22.209. Classification of Directors - Sec. 22.209. CLASSIFICATION OF DIRECTORS. Directors may be divided into...

Section 22.210. Non-Director Rights and Limitations - Sec. 22.210. NON-DIRECTOR RIGHTS AND LIMITATIONS. The certificate of formation...

Section 22.211. Removal of Director - Sec. 22.211. REMOVAL OF DIRECTOR. (a) A director of a...

Section 22.2111. Resignation of Director - Sec. 22.2111. RESIGNATION OF DIRECTOR. Except as provided by the...

Section 22.212. Vacancy - Sec. 22.212. VACANCY. (a) Unless otherwise provided by the certificate...

Section 22.213. Quorum - Sec. 22.213. QUORUM. (a) A quorum for the transaction of...

Section 22.214. Action by Directors - Sec. 22.214. ACTION BY DIRECTORS. The act of a majority...

Section 22.215. Voting in Person or by Proxy - Sec. 22.215. VOTING IN PERSON OR BY PROXY. A director...

Section 22.216. Term and Revocability of Proxy - Sec. 22.216. TERM AND REVOCABILITY OF PROXY. (a) A proxy...

Section 22.217. Notice of Meeting; Waiver of Notice - Sec. 22.217. NOTICE OF MEETING; WAIVER OF NOTICE. (a) Regular...

Section 22.218. Management Committee - Sec. 22.218. MANAGEMENT COMMITTEE. (a) If authorized by the certificate...

Section 22.219. Other Committees - Sec. 22.219. OTHER COMMITTEES. (a) The board of directors of...

Section 22.220. Action Without Meeting of Directors or Committee - Sec. 22.220. ACTION WITHOUT MEETING OF DIRECTORS OR COMMITTEE. (a)...

Section 22.221. General Standards for Directors - Sec. 22.221. GENERAL STANDARDS FOR DIRECTORS. (a) A director shall...

Section 22.222. Religious Corporation Director's Good Faith Reliance on Certain Information - Sec. 22.222. RELIGIOUS CORPORATION DIRECTOR'S GOOD FAITH RELIANCE ON CERTAIN...

Section 22.223. Not a Trustee - Sec. 22.223. NOT A TRUSTEE. A director of a corporation...

Section 22.224. Delegation of Investment Authority - Sec. 22.224. DELEGATION OF INVESTMENT AUTHORITY. (a) The board of...

Section 22.225. Loan to Director Prohibited - Sec. 22.225. LOAN TO DIRECTOR PROHIBITED. (a) A corporation may...

Section 22.226. Director Liability for Certain Distributions of Assets - Sec. 22.226. DIRECTOR LIABILITY FOR CERTAIN DISTRIBUTIONS OF ASSETS. (a)...

Section 22.227. Dissent to or Abstention From Action - Sec. 22.227. DISSENT TO OR ABSTENTION FROM ACTION. (a) A...

Section 22.228. Reliance on Written Opinion of Attorney - Sec. 22.228. RELIANCE ON WRITTEN OPINION OF ATTORNEY. A director...

Section 22.229. Right to Contribution - Sec. 22.229. RIGHT TO CONTRIBUTION. A director against whom a...

Section 22.230. Contracts or Transactions Involving Interested Directors, Officers, and Members - Sec. 22.230. CONTRACTS OR TRANSACTIONS INVOLVING INTERESTED DIRECTORS, OFFICERS, AND...

Section 22.231. Officers - Sec. 22.231. OFFICERS. (a) The officers of a corporation shall...

Section 22.232. Election or Appointment of Officers - Sec. 22.232. ELECTION OR APPOINTMENT OF OFFICERS. (a) An officer...

Section 22.233. Application to Church - Sec. 22.233. APPLICATION TO CHURCH. A corporation that is a...

Section 22.234. Religious Corporation Officer's Good Faith Reliance on Certain Information - Sec. 22.234. RELIGIOUS CORPORATION OFFICER'S GOOD FAITH RELIANCE ON CERTAIN...

Section 22.235. Officer Liability - Sec. 22.235. OFFICER LIABILITY. (a) An officer is not liable...

Subchapter F. Fundamental Business Transactions

Section 22.251. Approval of Merger - Sec. 22.251. APPROVAL OF MERGER. (a) A domestic corporation that...

Section 22.252. Approval of Sale of All or Substantially All of Assets - Sec. 22.252. APPROVAL OF SALE OF ALL OR SUBSTANTIALLY ALL...

Section 22.253. Meeting of Members; Notice - Sec. 22.253. MEETING OF MEMBERS; NOTICE. (a) The corporation must...

Section 22.254. Pledge, Mortgage, Deed of Trust, or Trust Indenture - Sec. 22.254. PLEDGE, MORTGAGE, DEED OF TRUST, OR TRUST INDENTURE....

Section 22.255. Conveyance by Corporation - Sec. 22.255. CONVEYANCE BY CORPORATION. A corporation may convey real...

Section 22.256. Approval of Conversion - Sec. 22.256. APPROVAL OF CONVERSION. (a) A domestic corporation must...

Section 22.257. Approval of Exchange - Sec. 22.257. APPROVAL OF EXCHANGE. (a) A domestic corporation must...

Subchapter G. Winding Up and Termination

Section 22.301. Approval of Voluntary Winding Up, Reinstatement, Revocation of Voluntary Winding Up, or Distribution Plan - Sec. 22.301. APPROVAL OF VOLUNTARY WINDING UP, REINSTATEMENT, REVOCATION OF...

Section 22.302. Certain Procedures for Approval - Sec. 22.302. CERTAIN PROCEDURES FOR APPROVAL. To approve a voluntary...

Section 22.303. Meeting of Members; Notice - Sec. 22.303. MEETING OF MEMBERS; NOTICE. (a) The corporation must...

Section 22.304. Application and Distribution of Property - Sec. 22.304. APPLICATION AND DISTRIBUTION OF PROPERTY. (a) After all...

Section 22.305. Distribution Plan - Sec. 22.305. DISTRIBUTION PLAN. A plan providing for the distribution...

Section 22.307. Responsibility for Winding Up - Sec. 22.307. RESPONSIBILITY FOR WINDING UP. If a corporation determines...

Subchapter H. Records and Reports

Section 22.351. Member's Right to Inspect Books and Records - Sec. 22.351. MEMBER'S RIGHT TO INSPECT BOOKS AND RECORDS. A...

Section 22.352. Financial Records and Annual Reports - Sec. 22.352. FINANCIAL RECORDS AND ANNUAL REPORTS. (a) A corporation...

Section 22.353. Availability of Financial Information for Public Inspection - Sec. 22.353. AVAILABILITY OF FINANCIAL INFORMATION FOR PUBLIC INSPECTION. (a)...

Section 22.354. Failure to Maintain Financial Record or Prepare Annual Report; Offense - Sec. 22.354. FAILURE TO MAINTAIN FINANCIAL RECORD OR PREPARE ANNUAL...

Section 22.355. Exemptions From Certain Requirements Relating to Financial Records and Annual Reports - Sec. 22.355. EXEMPTIONS FROM CERTAIN REQUIREMENTS RELATING TO FINANCIAL RECORDS...

Section 22.356. Corporations Assisting State Agencies - Sec. 22.356. CORPORATIONS ASSISTING STATE AGENCIES. (a) In this section,...

Section 22.357. Report of Domestic and Foreign Corporations - Sec. 22.357. REPORT OF DOMESTIC AND FOREIGN CORPORATIONS. (a) The...

Section 22.358. Notice Regarding Report - Sec. 22.358. NOTICE REGARDING REPORT. (a) The secretary of state...

Section 22.359. Filing of Report - Sec. 22.359. FILING OF REPORT. A copy of the report...

Section 22.360. Failure to File Report - Sec. 22.360. FAILURE TO FILE REPORT. (a) A domestic or...

Section 22.361. Notice of Forfeiture - Sec. 22.361. NOTICE OF FORFEITURE. Notice of forfeiture under Section...

Section 22.362. Effect of Forfeiture - Sec. 22.362. EFFECT OF FORFEITURE. (a) Unless the right of...

Section 22.363. Revival of Right to Conduct Affairs - Sec. 22.363. REVIVAL OF RIGHT TO CONDUCT AFFAIRS. (a) A...

Section 22.364. Failure to Revive; Termination or Revocation - Sec. 22.364. FAILURE TO REVIVE; TERMINATION OR REVOCATION. (a) The...

Section 22.365. Reinstatement - Sec. 22.365. REINSTATEMENT. (a) A corporation that is terminated or...

Subchapter I. Church Benefits Boards

Section 22.401. Definition - Sec. 22.401. DEFINITION. In this chapter, "church benefits board" means...

Section 22.402. Pensions and Benefits - Sec. 22.402. PENSIONS AND BENEFITS. When authorized by the corporation's...

Section 22.403. Contributions - Sec. 22.403. CONTRIBUTIONS. (a) A church benefits board may provide...

Section 22.404. Power to Act as Trustee - Sec. 22.404. POWER TO ACT AS TRUSTEE. A church benefits...

Section 22.405. Documents and Agreements - Sec. 22.405. DOCUMENTS AND AGREEMENTS. A church benefits board may...

Section 22.406. Indemnification - Sec. 22.406. INDEMNIFICATION. A church benefits board, or an affiliate...

Section 22.407. Protection of Benefits - Sec. 22.407. PROTECTION OF BENEFITS. (a) Money or other benefits...

Section 22.408. Assignment of Benefits - Sec. 22.408. ASSIGNMENT OF BENEFITS. An assignment or transfer or...

Section 22.409. Insurance Code Not Applicable - Sec. 22.409. INSURANCE CODE NOT APPLICABLE. The Insurance Code does...

Subchapter J. Ratification of Defective Corporate Acts; Proceedings

Section 22.501. Definitions - Sec. 22.501. DEFINITIONS. In this subchapter: (1) "Corporate statute," with...

Section 22.502. Ratification of Defective Corporate Act - Sec. 22.502. RATIFICATION OF DEFECTIVE CORPORATE ACT. Subject to Section...

Section 22.503. Ratification of Defective Corporate Act; Adoption of Resolutions - Sec. 22.503. RATIFICATION OF DEFECTIVE CORPORATE ACT; ADOPTION OF RESOLUTIONS....

Section 22.504. Quorum and Voting Requirements for Adoption of Resolutions - Sec. 22.504. QUORUM AND VOTING REQUIREMENTS FOR ADOPTION OF RESOLUTIONS....

Section 22.505. Approval of Ratified Defective Corporate Act by Members With Voting Rights Required; Exception - Sec. 22.505. APPROVAL OF RATIFIED DEFECTIVE CORPORATE ACT BY MEMBERS...

Section 22.506. Notice Requirements for Ratified Defective Corporate Act Submitted for Approval of Members With Voting Rights - Sec. 22.506. NOTICE REQUIREMENTS FOR RATIFIED DEFECTIVE CORPORATE ACT SUBMITTED...

Section 22.507. Quorum and Voting for Approval of Ratified Defective Corporate Act at Meeting of Members With Voting Rights - Sec. 22.507. QUORUM AND VOTING FOR APPROVAL OF RATIFIED DEFECTIVE...

Section 22.508. Certificate of Validation - Sec. 22.508. CERTIFICATE OF VALIDATION. (a) If a defective corporate...

Section 22.509. Adoption of Resolutions; Effect on Defective Corporate Act - Sec. 22.509. ADOPTION OF RESOLUTIONS; EFFECT ON DEFECTIVE CORPORATE ACT....

Section 22.510. Notice to Members Following Ratification of Defective Corporate Act - Sec. 22.510. NOTICE TO MEMBERS FOLLOWING RATIFICATION OF DEFECTIVE CORPORATE...

Section 22.511. Ratification Procedures or Court Proceedings Concerning Validation Not Exclusive - Sec. 22.511. RATIFICATION PROCEDURES OR COURT PROCEEDINGS CONCERNING VALIDATION NOT...

Section 22.512. Proceeding Regarding Validity of Defective Corporate Acts - Sec. 22.512. PROCEEDING REGARDING VALIDITY OF DEFECTIVE CORPORATE ACTS. (a)...

Section 22.513. Exclusive Jurisdiction - Sec. 22.513. EXCLUSIVE JURISDICTION. The district court has exclusive jurisdiction...

Section 22.514. Service - Sec. 22.514. SERVICE. (a) Service of an application filed under...

Section 22.515. Statute of Limitations - Sec. 22.515. STATUTE OF LIMITATIONS. (a) This section does not...

Section 22.516. Notice to Attorney General - Sec. 22.516. NOTICE TO ATTORNEY GENERAL. (a) In this section,...

Chapter 23 - Special-Purpose Corporations

Subchapter A. General Provisions

Section 23.001. Determination of Applicable Law - Sec. 23.001. DETERMINATION OF APPLICABLE LAW. (a) A corporation created...

Section 23.002. Applicability of Filing Requirements - Sec. 23.002. APPLICABILITY OF FILING REQUIREMENTS. Except as otherwise provided...

Section 23.003. Domestic Corporation Organized Under Special Statute - Sec. 23.003. DOMESTIC CORPORATION ORGANIZED UNDER SPECIAL STATUTE. A corporation...

Subchapter B. Business Development Corporations

Section 23.051. Definitions - Sec. 23.051. DEFINITIONS. In this subchapter: (1) "Corporation" means a...

Section 23.052. Organizers - Sec. 23.052. ORGANIZERS. Subject to The Securities Act (Title 12,...

Section 23.053. Purposes - Sec. 23.053. PURPOSES. (a) A business development corporation may be...

Section 23.054. Powers - Sec. 23.054. POWERS. (a) The powers of a corporation include,...

Section 23.056. Certificate of Formation - Sec. 23.056. CERTIFICATE OF FORMATION. (a) The certificate of formation...

Section 23.057. Management by Board of Directors; Number of Directors - Sec. 23.057. MANAGEMENT BY BOARD OF DIRECTORS; NUMBER OF DIRECTORS....

Section 23.058. Election or Appointment of Directors - Sec. 23.058. ELECTION OR APPOINTMENT OF DIRECTORS. (a) The organizers...

Section 23.059. Term of Office; Vacancy - Sec. 23.059. TERM OF OFFICE; VACANCY. (a) A director of...

Section 23.060. Officers - Sec. 23.060. OFFICERS. The board of directors of a corporation...

Section 23.061. Participation as Owner - Sec. 23.061. PARTICIPATION AS OWNER. (a) An individual, corporation, or...

Section 23.062. Financial Institution as Member of Corporation - Sec. 23.062. FINANCIAL INSTITUTION AS MEMBER OF CORPORATION. (a) A...

Section 23.063. Withdrawal of Member - Sec. 23.063. WITHDRAWAL OF MEMBER. (a) On written notice to...

Section 23.064. Powers of Shareholders and Members - Sec. 23.064. POWERS OF SHAREHOLDERS AND MEMBERS. The shareholders and...

Section 23.065. Voting by Shareholder or Member - Sec. 23.065. VOTING BY SHAREHOLDER OR MEMBER. (a) Each shareholder...

Section 23.066. Loan to Corporation - Sec. 23.066. LOAN TO CORPORATION. (a) When called on by...

Section 23.067. Prohibited Loan - Sec. 23.067. PROHIBITED LOAN. (a) A member may not make...

Section 23.068. Loan Limits - Sec. 23.068. LOAN LIMITS. (a) A loan limit shall be...

Section 23.069. Surplus - Sec. 23.069. SURPLUS. (a) A corporation shall set apart as...

Section 23.070. Depository - Sec. 23.070. DEPOSITORY. (a) A corporation may deposit the corporation's...

Section 23.071. Annual Report; Provision of Required Information - Sec. 23.071. ANNUAL REPORT; PROVISION OF REQUIRED INFORMATION. (a) A...

Subchapter C. Grand Lodges

Section 23.101. Formation - Sec. 23.101. FORMATION. (a) An institution or order, by resolution...

Section 23.102. Applicability of Chapter 22 - Sec. 23.102. APPLICABILITY OF CHAPTER 22. If this subchapter does...

Section 23.103. Duration - Sec. 23.103. DURATION. A grand body that incorporates under this...

Section 23.104. Subordinate Lodges - Sec. 23.104. SUBORDINATE LODGES. (a) The incorporation of a grand...

Section 23.105. Trustees and Directors - Sec. 23.105. TRUSTEES AND DIRECTORS. A grand body and a...

Section 23.106. Franchise Taxes - Sec. 23.106. FRANCHISE TAXES. A corporation formed under this subchapter...

Section 23.107. General Powers - Sec. 23.107. GENERAL POWERS. A grand body and a subordinate...

Section 23.108. Authority Regarding Property - Sec. 23.108. AUTHORITY REGARDING PROPERTY. (a) A grand body or...

Section 23.109. Authority Regarding Loans - Sec. 23.109. AUTHORITY REGARDING LOANS. (a) A grand body incorporated...

Section 23.110. Winding Up and Termination of Subordinate Body - Sec. 23.110. WINDING UP AND TERMINATION OF SUBORDINATE BODY. (a)...

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Texas Statutes Business Organizations Code Title 2 - Corporations

Texas Statutes
Business Organizations Code
Title 2 - Corporations