Texas Business Organizations Code - Section 21.453. Approval Of Conversion
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Texas Laws > Business Organizations Code > Texas Business Organizations Code - Section 21.453. Approval Of Conversion
Section: 21.414 21.415 21.416 21.417 21.418 21.451 21.452 21.453 21.454 21.455 21.456 21.457 21.458 21.459 21.460
§ 21.453. APPROVAL OF CONVERSION. (a) A corporation must
approve a conversion under Chapter 10 by complying with this
(b) The board of directors of the corporation shall adopt a
resolution that approves the plan of conversion and:
(1) recommends that the plan of conversion be approved
by the shareholders of the corporation; or
(2) directs that the plan of conversion be submitted
to the shareholders for approval without recommendation if the
board of directors determines for any reason not to recommend
approval of the plan of conversion.
(c) The plan of conversion shall be submitted to the
shareholders of the corporation for approval as provided by this
subchapter. The board of directors may place conditions on the
submission of the plan of conversion to the shareholders.
(d) If the board of directors approves a plan of conversion
but does not adopt a resolution recommending that the plan of
conversion be approved by the shareholders of the corporation, the
board of directors shall communicate to the shareholders the reason
for the board's determination to submit the plan of conversion
without a recommendation.
(e) Except as provided by Sections 21.457-21.459, the
shareholders of the corporation shall approve the plan of
conversion as provided by this subchapter.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Last modified: August 11, 2007