Texas Business Organizations Code - Section 21.212. Bylaw Or Agreement Restricting Transfer Of Shares Or Other Securities
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§ 21.212. BYLAW OR AGREEMENT RESTRICTING TRANSFER OF
SHARES OR OTHER SECURITIES. (a) A corporation that has adopted a
bylaw or is a party to an agreement that restricts the transfer of
the shares or other securities of the corporation may file with the
secretary of state, in accordance with Chapter 4, a copy of the
bylaw or agreement and a statement attached to the copy that:
(1) contains the name of the corporation;
(2) states that the attached copy of the bylaw or
agreement is a true and correct copy of the bylaw or agreement; and
(3) states that the filing has been authorized by the
board of directors or, in the case of a corporation that is managed
in some other manner under a shareholders' agreement, by the person
empowered by the agreement to manage the corporation's business and
affairs.
(b) After a statement described by Subsection (a) is filed
with the secretary of state, the bylaws or agreement restricting
the transfer of shares or other securities is a public record, and
the fact that the statement has been filed may be stated on a
certificate representing the restricted shares or securities if
required by Section 3.202.
(c) A corporation that is a party to an agreement
restricting the transfer of the shares or other securities of the
corporation may make the agreement part of the corporation's
certificate of formation without restating the provisions of the
agreement in the certificate of formation by amending the
certificate of formation. If the agreement alters any provision of
the certificate of formation, the certificate of amendment shall
identify the altered provision by reference or description. If the
agreement is an addition to the certificate of formation, the
certificate of amendment must state that fact.
(d) The certificate of amendment must:
(1) include a copy of the agreement restricting the
transfer of shares or other securities;
(2) state that the attached copy of the agreement is a
true and correct copy of the agreement; and
(3) state that inclusion of the certificate of
amendment as part of the certificate of formation has been
authorized in the manner required by this code to amend the
certificate of formation.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Section: 21.205 21.206 21.207 21.208 21.209 21.210 21.211 21.212 21.213 21.214 21.215 21.216 21.217 21.218 21.219
Last modified: August 11, 2007
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