Sec. 21.707. EXISTING CLOSE CORPORATION. (a) This section applies to an existing corporation that elected to become a close corporation before the mandatory application date of this code and has not terminated that status.
(b) A close corporation existing before the mandatory application date of this code is considered to be a close corporation under this code.
(c) A provision in the articles of incorporation of a close corporation authorized under former law is valid and enforceable if the corporation's status as a close corporation has not been terminated.
(d) An agreement among the shareholders of a close corporation in conformance with former law and Sections 21.714-21.725 before the mandatory application date of this code is considered to be a shareholders' agreement.
(e) A certificate representing the shares issued or delivered by the close corporation after the mandatory application date of this code, whether in connection with the original issue of shares or a transfer of shares, must conform with Section 21.732.
(f) In this section, "mandatory application date" has the meaning assigned by Section 401.001.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 86, eff. September 1, 2007.
Structure Texas Statutes
Chapter 21 - For-Profit Corporations
Subchapter O. Close Corporation
Section 21.702. Applicability of Subchapter
Section 21.703. Formation of Close Corporation
Section 21.704. Bylaws of Close Corporation
Section 21.705. Adoption of Amendment for Close Corporation Status
Section 21.706. Adoption of Close Corporation Status Through Merger, Exchange, or Conversion
Section 21.707. Existing Close Corporation
Section 21.708. Termination of Close Corporation Status
Section 21.709. Statement Terminating Close Corporation Status; Filing; Notice
Section 21.710. Effect of Termination of Close Corporation Status
Section 21.711. Shareholders' Meeting to Elect Directors
Section 21.712. Term of Office of Directors
Section 21.714. Shareholders' Agreement
Section 21.715. Execution of Shareholders' Agreement
Section 21.716. Adoption of Amendment of Shareholders' Agreement
Section 21.717. Delivery of Shareholders' Agreement
Section 21.718. Statement of Operation as Close Corporation
Section 21.719. Validity and Enforceability of Shareholders' Agreement
Section 21.720. Persons Bound by Shareholders' Agreement
Section 21.721. Delivery of Copy of Shareholders' Agreement to Transferee
Section 21.723. Party Not Bound by Shareholders' Agreement on Cessation; Liability
Section 21.724. Termination of Shareholders' Agreement
Section 21.725. Consequences of Management by Persons Other Than Board of Directors
Section 21.726. Shareholders Considered Directors
Section 21.727. Liability of Shareholders
Section 21.728. Mode and Effect of Taking Action by Shareholders and Others
Section 21.729. Limitation of Shareholder's Liability
Section 21.730. Lack of Formalities; Treatment as Partnership
Section 21.731. Other Agreements Among Shareholders Permitted