Texas Statutes
Subchapter D. Shareholder Rights and Restrictions
Section 200.156. Bylaw or Agreement Restricting Transfer of Shares or Other Securities

Sec. 200.156. BYLAW OR AGREEMENT RESTRICTING TRANSFER OF SHARES OR OTHER SECURITIES. (a) A real estate investment trust that has adopted a bylaw or is a party to an agreement that restricts the transfer of the shares or other securities of the real estate investment trust may file with the county clerk of the county of the principal place of business of the real estate investment trust a copy of the bylaw or agreement and a statement attached to the copy that:
(1) contains the name of the real estate investment trust;
(2) states that the attached copy of the bylaw or agreement is a true and correct copy of the bylaw or agreement; and
(3) states that the filing has been authorized by the trust managers or shareholders, as appropriate.
(b) After the statement is filed with the county clerk, the bylaws or agreement restricting the transfer of shares or other securities is a public record, and the fact that the statement has been filed must be stated on a certificate representing the restricted shares or securities if required by Section 3.202.
(c) A real estate investment trust that is a party to an agreement restricting the transfer of the shares or other securities of the real estate investment trust may make the agreement part of the real estate investment trust's certificate of formation without restating the provisions of the agreement in the certificate of formation by complying with this code or amending the certificate of formation. If the agreement alters the original or amended certificate of formation, the altered provision must be identified by reference or description in the certificate of amendment. If the agreement is an addition to the original or amended certificate of formation, the certificate of amendment must state that fact.
(d) The certificate of amendment must:
(1) include a copy of the agreement restricting the transfer of shares or other securities;
(2) state that the attached copy of the agreement is a true and correct copy of the agreement; and
(3) state that inclusion of the certificate of amendment as part of the certificate of formation has been authorized in the manner required by this code to amend the certificate of formation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

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