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Texas Business Organizations Code - Section 21.210. Restriction On Transfer Of Shares And Other Securities

Legal Research Home > Texas Laws > Business Organizations Code > Texas Business Organizations Code - Section 21.210. Restriction On Transfer Of Shares And Other Securities

§ 21.210. RESTRICTION ON TRANSFER OF SHARES AND OTHER 
SECURITIES.  (a) A restriction on the transfer or registration of 
transfer of a security, or on the amount of a corporation's 
securities that may be owned by a person or group of persons, may be 
imposed by:
		(1)  the corporation's certificate of formation;                              
		(2)  the corporation's bylaws;                                                
		(3)  a written agreement among two or more holders of 
the securities;  or   
		(4)  a written agreement among one or more holders of 
the securities and the corporation if:
			(A)  the corporation files a copy of the agreement 
at the principal place of business or registered office of the 
corporation;  and
			(B)  the copy of the agreement is subject to the 
same right of examination by a shareholder of the corporation, in 
person or by agent, attorney, or accountant, as the books and 
records of the corporation.
	(b)  A restriction imposed under Subsection (a) is not valid 
with respect to a security issued before the restriction has been 
adopted, unless the holder of the security voted in favor of the 
restriction or is a party to the agreement imposing the 
restriction.

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.  Amended by 
Acts 2005, 79th Leg., ch. 64, § 48, eff. Jan. 1, 2006.

Last modified: August 11, 2007