Sec. 21.311. LIMITATIONS ON SHARE DIVIDENDS. A corporation may not pay a share dividend in authorized but unissued shares of any class if:
(1) the surplus of the corporation is less than the amount required by Section 21.313 to be transferred to stated capital at the time the share dividend is made; or
(2) the share dividend will be made to a holder of shares of any other class or series, unless:
(A) the corporation's certificate of formation provides for the dividend; or
(B) the share dividend is authorized by the holders of at least a majority of the outstanding shares of the class or series in which the share dividend is to be made.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Structure Texas Statutes
Chapter 21 - For-Profit Corporations
Subchapter G. Distributions and Share Dividends
Section 21.302. Authority for Distributions
Section 21.303. Limitations on Distributions
Section 21.305. Notice of Redemption
Section 21.306. Deposit of Money for Redemption
Section 21.307. Payment of Redeemed Shares
Section 21.308. Priority of Distributions
Section 21.309. Reserves, Designations, and Allocations From Surplus
Section 21.310. Authority for Share Dividends
Section 21.311. Limitations on Share Dividends
Section 21.312. Value of Shares Issued as Share Dividends
Section 21.313. Transfer of Surplus for Share Dividends
Section 21.314. Determination of Solvency, Net Assets, Stated Capital, and Surplus
Section 21.315. Date of Determination of Solvency, Net Assets, Stated Capital, and Surplus
Section 21.316. Liability of Directors for Wrongful Distributions
Section 21.317. Statute of Limitations on Action for Wrongful Distribution
Section 21.318. Contribution From Certain Shareholders and Directors