Texas Business Organizations Code - Section 21.756. Judicial Proceeding To Enforce Close Corporation Provision
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Texas Laws > Business Organizations Code > Texas Business Organizations Code - Section 21.756. Judicial Proceeding To Enforce Close Corporation Provision
Section: 21.731 21.732 21.751 21.752 21.753 21.754 21.755 21.756 21.757 21.758 21.759 21.760 21.761 21.762 21.763
§ 21.756. JUDICIAL PROCEEDING TO ENFORCE CLOSE
CORPORATION PROVISION. (a) In a judicial proceeding under this
section, a court shall enforce a close corporation provision
without regard to whether there is an adequate remedy at law.
(b) The court may enforce a close corporation provision by
injunction, specific performance, or other relief the court
determines to be fair and equitable under the circumstances,
(1) damages instead of or in addition to specific
(2) the appointment of a provisional director or
(3) the appointment of a receiver for specific assets
of the close corporation in accordance with Section 11.403;
(4) the appointment of a receiver to rehabilitate the
close corporation in accordance with Section 11.404;
(5) subject to Section 21.757, the liquidation of the
assets and business and involuntary termination of the close
corporation and appointment of a receiver to effect the liquidation
in accordance with Section 11.405; and
(6) the termination of close corporation status.
(c) The court may not order termination of close corporation
status under Subsection (b)(6) unless the court determines that:
(1) any other remedy in law or equity, including
appointment of a provisional director, custodian, or other type of
receiver, is inadequate; and
(2) the size, the nature of the business, or the number
of shareholders of the close corporation, or their relationship to
one another or other similar factors, make it wholly impractical to
continue close corporation status.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Last modified: August 11, 2007