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Texas Business Corporation Act - Article 2.14. Subscription For Shares

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Art. 2.14. Subscription for Shares A. Unless otherwise provided therein, a subscription for shares of a corporation to be organized may not be revoked within six (6) months, except with the consent of all other subscribers. B. Repealed by Acts 2003, 78th Leg., ch. 238, Sec. 44(1). C. Acceptance of a subscription shall be effected by a resolution of acceptance by the board of directors or by a written memorandum of acceptance executed by one authorized by the board of directors and delivered to the subscriber or his assignee. D. Subscriptions for shares, whether made before or after the organization of a corporation, shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors unless the payment terms are specified by the subscription. Unless otherwise specified by the subscription, a call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series, as the case may be, as far as practicable. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation or declare the subscription forfeited if the amount due remains unpaid for a period of twenty (20) days after written demand has been made therefor to the subscriber. If mailed, such written demand shall be deemed to be made when deposited in the United States mail in a sealed envelope addressed to the subscriber at his last post office address known to the corporation, with postage thereon prepaid. The effect of such declaration of forfeiture shall be to terminate all the rights and obligations of the subscriber as such, but the corporation may retain any amount previously paid on the subscription. E. Before acquiring shares in a corporation, a person may commit to act in a specified manner with respect to the shares after the acquisition, including with respect to the voting of the shares or the retention or disposition of the shares. To be binding, the commitment must be in writing and be signed by the person acquiring the shares. A written commitment entered into under this section is a contract between the shareholder and the corporation. Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Sec. B repealed by Acts 2003, 78th Leg., ch. 238, Sec. 44(1), eff. Sept. 1, 2003; Sec. C amended by Acts 2003, 78th Leg., ch. 238, Sec. 6, eff. Sept. 1, 2003; Sec. D amended by Acts 2003, 78th Leg., ch. 238, Sec. 6, eff. Sept. 1, 2003; Sec. E added by Acts 2003, 78th Leg., ch. 238, Sec. 6, eff. Sept. 1, 2003.

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Last modified: August 10, 2007