Sec. 21.201. REGISTERED HOLDERS AS OWNERS; SHARES HELD BY NOMINEES. (a) Except as otherwise provided by this code and subject to Chapter 8, Business & Commerce Code, a corporation may consider the person registered as the owner of a share in the share transfer records of the corporation at a particular time, including a record date set under Section 6.101 or 6.102 or Subchapter H, as the owner of that share at that time for purposes of:
(1) voting the share;
(2) receiving distributions on the share;
(3) transferring the share;
(4) receiving notice, exercising rights of dissent, exercising or waiving a preemptive right, or giving proxies with respect to that share;
(5) entering into agreements with respect to that share in accordance with Section 6.251, 6.252, or 21.210; or
(6) any other shareholder action.
(b) A corporation may establish a procedure by which the corporation recognizes as a shareholder the beneficial owner of shares registered in the name of a nominee.
(c) A procedure established under Subsection (b) must:
(1) determine the extent of the corporation's recognition of the beneficial owner as a shareholder; and
(2) include the nominee's filing of a statement with the corporation that contains information regarding the beneficial owner.
(d) A procedure established under Subsection (b) may set forth:
(1) the types of nominees to which the procedure applies;
(2) the rights or privileges that the corporation will recognize in a beneficial owner, to the extent that the rights or privileges are not inconsistent with Section 10.361(g);
(3) the manner in which the procedure is selected by the nominee;
(4) the information that must be provided when the procedure is selected;
(5) the period for which the selection of the procedure is effective; and
(6) any other aspect of the rights and duties to be established under the procedure.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 33, eff. September 1, 2009.
Structure Texas Statutes
Chapter 21 - For-Profit Corporations
Subchapter E. Shareholder Rights and Restrictions
Section 21.201. Registered Holders as Owners; Shares Held by Nominees
Section 21.202. Definition of Shares
Section 21.203. No Statutory Preemptive Right Unless Provided by Certificate of Formation
Section 21.204. Statutory Preemptive Rights
Section 21.205. Waiver of Preemptive Right
Section 21.206. Limitation on Action to Enforce Preemptive Right
Section 21.207. Disposition of Shares Having Preemptive Rights
Section 21.208. Preemptive Right in Existing Corporation
Section 21.209. Transfer of Shares and Other Securities
Section 21.210. Restriction on Transfer of Shares and Other Securities
Section 21.211. Valid Restrictions on Transfer
Section 21.212. Bylaw or Agreement Restricting Transfer of Shares or Other Securities
Section 21.213. Enforceability of Restriction on Transfer of Certain Securities
Section 21.214. Joint Ownership of Shares
Section 21.215. Liability for Designating Owner of Shares
Section 21.216. Liability Regarding Joint Ownership of Shares
Section 21.217. Liability of Assignee or Transferee
Section 21.218. Examination of Records
Section 21.219. Annual and Interim Statements of Corporation
Section 21.220. Penalty for Failure to Prepare Voting List
Section 21.221. Penalty for Failure to Provide Notice of Meeting
Section 21.222. Penalty for Refusal to Permit Examination of Certain Records
Section 21.223. Limitation of Liability for Obligations
Section 21.224. Preemption of Liability