Sec. 21.203. NO STATUTORY PREEMPTIVE RIGHT UNLESS PROVIDED BY CERTIFICATE OF FORMATION. (a) Except as provided by Section 21.208, a shareholder of a corporation does not have a preemptive right under this subchapter to acquire the corporation's unissued or treasury shares except to the extent provided by the corporation's certificate of formation.
(b) If the certificate of formation includes a statement that the corporation "elects to have a preemptive right" or a similar statement, Section 21.204 applies to a shareholder except to the extent the certificate of formation expressly provides otherwise.
(c) This section and Sections 21.204 through 21.208 do not invalidate or impair a corporation's right or power to grant an enforceable nonstatutory preemptive right in:
(1) a contract between the corporation and a shareholder or other person; or
(2) the governing documents of the corporation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 23, eff. September 1, 2011.
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