Sec. 21.710. EFFECT OF TERMINATION OF CLOSE CORPORATION STATUS. (a) A close corporation that terminates its status as a close corporation and becomes an ordinary corporation is subject to this chapter as if the corporation had not elected close corporation status under this subchapter.
(b) The effect of termination of close corporation status on a shareholders' agreement is governed by Section 21.724.
(c) When the termination of close corporation status takes effect, if the close corporation's business and affairs have been managed by an entity other than a board of directors as provided by Section 21.725, governance by a board of directors is instituted or reinstated:
(1) if provided by a shareholders' agreement, in the manner stated in the agreement or by the persons named in the agreement to serve as the interim board of directors; or
(2) if each party to a shareholders' agreement agrees to elect a board of directors at a shareholders' meeting.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
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