Sec. 21.719. VALIDITY AND ENFORCEABILITY OF SHAREHOLDERS' AGREEMENT. (a) A shareholders' agreement executed in accordance with Section 21.715 is valid and enforceable notwithstanding:
(1) the elimination of a board of directors;
(2) any restriction imposed on the discretion or powers of the board of directors or other person empowered to manage the close corporation; and
(3) that the effect of the shareholders' agreement is to treat the business and affairs of the close corporation as if the close corporation were a partnership or in a manner that would otherwise be appropriate only among partners.
(b) A close corporation, a shareholder of the close corporation, or a party to a shareholders' agreement may initiate a proceeding to enforce the shareholders' agreement in accordance with Section 21.756.
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