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Texas Business Organizations Code - Section 21.455. Approval Of Sale Of All Or Substantially All Of Assets

Legal Research Home > Texas Laws > Business Organizations Code > Texas Business Organizations Code - Section 21.455. Approval Of Sale Of All Or Substantially All Of Assets

§ 21.455. APPROVAL OF SALE OF ALL OR SUBSTANTIALLY ALL OF 
ASSETS.  (a) Except as provided by the certificate of formation of 
a domestic corporation, a sale, lease, pledge, mortgage, 
assignment, transfer, or other conveyance of an interest in real 
property or other assets of the corporation does not require the 
approval or consent of the shareholders of the corporation unless 
the transaction constitutes a sale of all or substantially all of 
the assets of the corporation.
	(b)  A corporation must approve the sale of all or 
substantially all of its assets by complying with this section.
	(c)  The board of directors of the corporation shall adopt a 
resolution that approves the sale of all or substantially all of the 
assets of the corporation and:
		(1)  recommends that the sale of all or substantially 
all of the assets of the corporation be approved by the shareholders 
of the corporation;  or
		(2)  directs that the sale of all or substantially all 
of the assets of the corporation be submitted to the shareholders 
for approval without recommendation if the board of directors 
determines for any reason not to recommend approval of the sale.
	(d)  The resolution proposing the sale of all or 
substantially all of the assets of the corporation 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 proposed sale to the 
shareholders.
	(e)  If the board of directors approves the sale of all or 
substantially all of the assets of the corporation but does not 
adopt a resolution recommending that the proposed sale 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 proposed sale to shareholders without a 
recommendation.
	(f)  The shareholders of the corporation shall approve the 
sale of all or substantially all of the assets of the corporation as 
provided by this subchapter.  After the approval of the sale by the 
shareholders, the board of directors may abandon the sale of all or 
substantially all of the assets of the corporation, subject to the 
rights of a third party under a contract relating to the assets, 
without further action or approval by the shareholders.

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.                     

Last modified: August 11, 2007