Texas Business Corporation Act - Article 2.16. Payment For Shares

Legal Research Home > Texas Lawyer > Business Corporation Act > Texas Business Corporation Act - Article 2.16. Payment For Shares

Art. 2.16. Payment for Shares                                                 

A. The board of directors or, in the case of shares to be issued 
pursuant to a plan of conversion by a corporation that is a 
converted entity, the plan of conversion, or, in the case of shares 
to be issued pursuant to a plan of merger by a corporation created 
pursuant to the plan of merger, the plan of merger may authorize 
shares to be issued for consideration consisting of any tangible or 
intangible benefit to the corporation or other property of any kind 
or nature, including cash, promissory notes, services performed, 
contracts for services to be performed, other securities of the 
corporation, or securities of any other corporation, domestic or 
foreign, or other entity.  In addition, shares may be issued 
pursuant to a plan of conversion or plan of merger in the manner and 
for such consideration as may be provided for in the plan of 
conversion or plan of merger.  Shares may not be issued until the 
full amount of the consideration, fixed as provided by law, has been 
paid or delivered as required in connection with the authorization 
of the shares.  When such consideration shall have been so paid or 
delivered, the shares shall be deemed to have been issued and the 
subscriber or shareholder entitled to receive such issue shall be a 
shareholder with respect to such shares, and the shares shall be 
considered fully paid and non-assessable.

B. In the absence of fraud in the transaction, the judgment of the 
board of directors or the shareholders or the party or parties 
approving the plan of conversion or the plan of merger, as the case 
may be, as to the value and sufficiency of the consideration 
received for shares shall be conclusive.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1971, 62nd Leg., p. 1173, ch. 276, Sec. 1, eff. May 19, 1971;  
Acts 1983, 68th Leg., p. 3150, ch. 540, Sec. 4, eff. Aug. 29, 1983;  
Acts 1991, 72nd Leg., ch. 901, Sec. 4, eff. Aug. 26, 1991;  Acts 
1997, 75th Leg., ch. 375, Sec. 6, eff. Sept. 1, 1997.

Last modified: August 10, 2007