Texas Business Organizations Code - Section 200.161. Limitation Of Liability For Obligations
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§ 200.161. LIMITATION OF LIABILITY FOR OBLIGATIONS. (a)
A holder of shares, an owner of any beneficial interest in shares,
or a subscriber for shares whose subscription has been accepted is
not under an obligation to the real estate investment trust or its
obligees with respect to:
(1) the shares, other than the obligation to pay to the
real estate investment trust the full amount of consideration,
fixed in compliance with Sections 200.104-200.108, for which the
shares were or are to be issued;
(2) any contractual obligation of the real estate
investment trust on the basis that the holder, beneficial owner, or
subscriber is or was the alter ego of the real estate investment
trust or on the basis of actual or constructive fraud, a sham to
perpetrate a fraud, or other similar theory; or
(3) any obligation of the real estate investment trust
on the basis of the failure of the real estate investment trust to
observe any formality, including the failure to:
(A) comply with this code or the declaration of
trust or bylaws of the real estate investment trust; or
(B) observe any requirement prescribed by this
code or the declaration of trust or bylaws of the real estate
investment trust for acts to be taken by the real estate investment
trust or its trust managers or shareholders.
(b) Subsection (a)(2) does not prevent or limit the
liability of a holder, beneficial owner, or subscriber if the
obligee demonstrates that the holder, beneficial owner, or
subscriber caused the real estate investment trust to be used for
the purpose of perpetrating and did perpetrate an actual fraud on
the obligee primarily for the direct personal benefit of the
holder, beneficial owner, or subscriber.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Section: 200.154 200.155 200.156 200.157 200.158 200.159 200.160 200.161 200.162 200.163 200.164 200.201 200.202 200.203 200.204
Last modified: August 11, 2007
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