Texas Statutes
Subchapter O. Close Corporation
Section 21.726. Shareholders Considered Directors

Sec. 21.726. SHAREHOLDERS CONSIDERED DIRECTORS. (a) When required by the context of this chapter, the shareholders of a close corporation described by Section 21.725 are considered to be directors of the close corporation for purposes of applying a provision of this chapter, other than a provision relating to the election and removal of directors.
(b) A requirement that an instrument filed with a governmental agency contain a statement that a specified action has been taken by the board of directors is satisfied by a statement that:
(1) the corporation is a close corporation with no board of directors; and
(2) the action was approved by the shareholders of the close corporation or the persons empowered to manage the business and affairs of the close corporation under a shareholders' agreement.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Structure Texas Statutes

Texas Statutes

Business Organizations Code

Title 2 - Corporations

Chapter 21 - For-Profit Corporations

Subchapter O. Close Corporation

Section 21.701. Definitions

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 21.713. Management

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 21.722. Effect of Required Statement on Share Certificate and Delivery of Shareholders' Agreement

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

Section 21.732. Close Corporation Share Certificates