Texas Business Organizations Code - Section 21.101. Shareholders' Agreement
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§ 21.101. SHAREHOLDERS' AGREEMENT. (a) The shareholders
of a corporation may enter into an agreement that:
(1) restricts the discretion or powers of the board of
directors;
(2) eliminates the board of directors and authorizes
the business and affairs of the corporation to be managed, wholly or
partly, by one or more of its shareholders or other persons;
(3) establishes the individuals who shall serve as
directors or officers of the corporation;
(4) determines the term of office, manner of selection
or removal, or terms or conditions of employment of a director,
officer, or other employee of the corporation, regardless of the
length of employment;
(5) governs the authorization or making of
distributions whether in proportion to ownership of shares, subject
to Section 21.303;
(6) determines the manner in which profits and losses
will be apportioned;
(7) governs, in general or with regard to specific
matters, the exercise or division of voting power by and between the
shareholders, directors, or other persons, including use of
disproportionate voting rights or director proxies;
(8) establishes the terms of an agreement for the
transfer or use of property or for the provision of services between
the corporation and another person, including a shareholder,
director, officer, or employee of the corporation;
(9) authorizes arbitration or grants authority to a
shareholder or other person to resolve any issue about which there
is a deadlock among the directors, shareholders, or other persons
authorized to manage the corporation;
(10) requires winding up and termination of the
corporation at the request of one or more shareholders or on the
occurrence of a specified event or contingency, in which case the
winding up and termination of the corporation will proceed as if all
of the shareholders had consented in writing to the winding up and
termination as provided by Subchapter K; or
(11) otherwise governs the exercise of corporate
powers, the management of the business and affairs of the
corporation, or the relationship among the shareholders, the
directors, and the corporation as if the corporation were a
partnership or in a manner that would otherwise be appropriate only
among partners and not contrary to public policy.
(b) A shareholders' agreement authorized by this section
must be:
(1) contained in:
(A) the certificate of formation or bylaws if
approved by all of the shareholders at the time of the agreement;
or
(B) a written agreement that is:
(i) signed by all of the shareholders at the
time of the agreement; and
(ii) made known to the corporation; and
(2) amended only by all of the shareholders at the time
of the amendment, unless the agreement provides otherwise.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Section: 21.053 21.054 21.055 21.056 21.057 21.058 21.059 21.101 21.102 21.103 21.104 21.105 21.106 21.107 21.108
Last modified: August 11, 2007
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