Texas Business Organizations Code - Section 3.202. Form And Validity Of Certificates; Enforcement Of Entity's Rights
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§ 3.202. FORM AND VALIDITY OF CERTIFICATES; ENFORCEMENT
OF ENTITY'S RIGHTS. (a) A certificate representing the ownership
interest in a domestic entity may contain an impression of the seal
of the entity, if any. A facsimile of the entity's seal may be
printed or lithographed on the certificate.
(b) If a domestic entity is authorized to issue ownership
interests of more than one class or series, each certificate
representing ownership interests that is issued by the entity must
conspicuously state on the front or back of the certificate:
(1) the designations, preferences, limitations, and
relative rights of the ownership interests of each class or series
to the extent they have been determined and the authority of the
governing authority to make those determinations as to subsequent
series; or
(2) that the information required by Subdivision (1)
is stated in the domestic entity's governing documents and that the
domestic entity, on written request to the entity's principal place
of business or registered office, will provide a free copy of that
information to the record holder of the certificate.
(c) A certificate representing ownership interests must
state on the front of the certificate:
(1) that the domestic entity is organized under the
laws of this state;
(2) the name of the person to whom the certificate is
issued;
(3) the number and class of ownership interests and
the designation of the series, if any, represented by the
certificate; and
(4) if the ownership interests are shares, the par
value of each share represented by the certificate, or a statement
that the shares are without par value.
(d) A certificate representing ownership interests that is
subject to a restriction, placed by or agreed to by the domestic
entity under this code, or otherwise contained in its governing
documents, on the transfer or registration of the transfer of the
ownership interests must:
(1) conspicuously state or provide a summary of the
restriction on the front of the certificate;
(2) state the restriction on the back of the
certificate and conspicuously refer to that statement on the front
of the certificate; or
(3) conspicuously state on the front or back of the
certificate that a restriction exists pursuant to a specified
document and:
(A) that the domestic entity, on written request
to the entity's principal place of business, will provide a free
copy of the document to the certificate record holder; or
(B) if the document has been filed in accordance
with this code, that the document:
(i) is on file with the secretary of state
or, in the case of a real estate investment trust, with the county
clerk of the county in which the real estate investment trust's
principal place of business is located; and
(ii) contains a complete statement of the
restriction.
(e) A domestic entity that fails to provide to the record
holder of a certificate within a reasonable time a document as
required by Subsection (d)(3)(A) may not enforce the entity's
rights under the restriction imposed on the certificated ownership
interests.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Section: 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 4.004
Last modified: August 11, 2007
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