Texas Business Organizations Code - Section 3.201. Certificated Or Uncertificated Ownership Interest; Applicability
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Texas Laws > Business Organizations Code > Texas Business Organizations Code - Section 3.201. Certificated Or Uncertificated Ownership Interest; Applicability
Section: 3.102 3.103 3.104 3.105 3.151 3.152 3.153 3.201 3.202 3.203 3.204 3.205 4.001 4.002 4.003
§ 3.201. CERTIFICATED OR UNCERTIFICATED OWNERSHIP
INTEREST; APPLICABILITY. (a) Ownership interests in a domestic
entity may be certificated or uncertificated.
(b) The ownership interests in a for-profit corporation,
real estate investment trust, or professional corporation must be
certificated unless the governing documents of the entity or a
resolution adopted by the governing authority of the entity states
that the ownership interests are uncertificated. If a domestic
entity changes the form of its ownership interests from
certificated to uncertificated, a certificated ownership interest
subject to the change becomes an uncertificated ownership interest
only after the certificate is surrendered to the domestic entity.
(c) Ownership interests in a domestic entity, other than a
domestic entity described by Subsection (b), are uncertificated
unless this code or the governing documents of the domestic entity
state that the interests are certificated.
(d) Sections 3.202-3.205 do not apply to a partnership or a
limited liability company except to the extent that the governing
documents of the partnership or limited liability company specify.
(e) The governing documents of a partnership or a limited
liability company may:
(1) provide that an owner's ownership interest may be
evidenced by a certificate of ownership interest issued by the
(2) provide for the assignment or transfer of
ownership interests represented by certificates; and
(3) make other provisions with respect to the
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Last modified: August 11, 2007