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Texas Business Organizations Code - Chapter 21 For-Profit CorporationsLegal Research Home > Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Chapter 21 For-Profit Corporations Sponsored LinksThis chapter applies only to a: (1) domestic for-profit corporation formed under this code; and (2) foreign for-profit corporation that is transacting business in this ... In this chapter: (1) "Authorized share" means a share of any class the corporation is authorized to issue. (2) "Board of directors" includes each person ... A shareholder of a corporation does not have a vested property right resulting from the certificate of formation, including a provision in the certificate of ... (a) To adopt an amendment to the certificate of formation of a corporation as provided by Subchapter B, Chapter 3, the board of directors of ... (a) If a corporation does not have any issued and outstanding shares, the board of directors may adopt a proposed amendment to the corporation's certificate ... If a corporation has issued and outstanding shares: (1) a resolution described by Section 21.052 must also direct that the proposed amendment be submitted to ... (a) Each shareholder of record entitled to vote shall be given written notice containing the proposed amendment or a summary of the changes to be ... (a) A corporation may adopt a restated certificate of formation as provided by Subchapter B, Chapter 3, by following the same procedures to amend its ... (a) The board of directors of a corporation shall adopt initial bylaws. (b) The bylaws may contain provisions for the regulation and management of the ... Unless the certificate of formation or a bylaw adopted by the shareholders provides otherwise as to all or a part of a corporation's bylaws, a ... (a) This section does not apply to a corporation created as a result of a conversion or merger the plan of which states the bylaws ... (a) The shareholders of a corporation may enter into an agreement that: (1) restricts the discretion or powers of the board of directors; (2) eliminates ... A shareholders' agreement under this subchapter is valid for 10 years, unless the agreement provides otherwise. Acts 2003, 78th Leg., ch. 182, § 1, eff. ... (a) The existence of an agreement authorized by this subchapter shall be noted conspicuously on the front or back of each certificate for outstanding shares ... A shareholders' agreement that complies with this subchapter is effective among the shareholders and between the shareholders and the corporation even if the terms of ... (a) A purchaser of shares who does not have knowledge at the time of purchase of the existence of a shareholders' agreement authorized by this ... (a) A shareholders' agreement authorized by this subchapter that limits the discretion or powers of the board of directors or supplants the board of directors ... The existence of or a performance under a shareholders' agreement authorized by this subchapter is not a ground for imposing personal liability on a shareholder ... An organizer or a subscriber for shares may act as a shareholder with respect to a shareholders' agreement authorized by this subchapter if no shares ... (a) A shareholders' agreement authorized by this subchapter ceases to be effective when shares of the corporation are: (1) listed on a national securities exchange ... A corporation may issue the number of authorized shares stated in the corporation's certificate of formation. Acts 2003, 78th Leg., ch. 182, § 1, eff. ... (a) A corporation's certificate of formation may divide the corporation's authorized shares into one or more classes and may divide one or more classes into ... (a) Each class or series of authorized shares of a corporation must have the designations, preferences, limitations, and relative rights, including voting rights, stated in ... (a) Subject to Section 21.153, if authorized by the corporation's certificate of formation, a corporation may issue shares that: (1) are redeemable, at the option ... (a) If expressly authorized by the corporation's certificate of formation and subject to the certificate of formation, the board of directors of a corporation may ... (a) To effect an action authorized under Section 21.155, the corporation must file with the secretary of state a statement that contains: (1) the name ... (a) Except as provided by Section 21.158, a corporation may issue shares for consideration if authorized by the board of directors of the corporation. (b) ... (a) A converted corporation under a plan of conversion or a corporation created by a plan of merger may issue shares for consideration if authorized ... Shares with or without par value may be issued for the following types of consideration: (1) a tangible or intangible benefit to the corporation; (2) ... (a) Subject to Subsection (b), consideration to be received for shares must be determined: (1) by the board of directors; (2) by a plan of ... (a) Consideration to be received by a corporation for the issuance of shares with par value may not be less than the par value of ... In the absence of fraud in the transaction, the judgment of the board of directors, the shareholders, or the party approving the plan of conversion ... (a) A corporation may: (1) issue fractions of a share, either certificated or uncertificated; (2) arrange for the disposition of fractional interests by persons entitled ... (a) A holder of a certificated or uncertificated fractional share is entitled to exercise voting rights, receive distributions, and make a claim with respect to ... (a) A corporation may accept a subscription by notifying the subscriber in writing. (b) A subscription to purchase shares in a corporation in the process ... (a) The corporation may determine the payment terms of a preformation subscription unless the payment terms are specified by the subscription. The payment terms may ... (a) A person who contemplates the acquisition of shares in a corporation may commit to act in a specified manner with respect to the shares ... (a) Except as provided by the corporation's certificate of formation and regardless of whether done in connection with the issuance and sale of any other ... (a) The terms and conditions of rights or options may include restrictions or conditions that: (1) prohibit or limit the exercise, transfer, or receipt of ... (a) In the absence of fraud in the transaction, the judgment of the board of directors of a corporation as to the adequacy of the ... (a) Treasury shares are considered to be issued shares and not outstanding shares. (b) Treasury shares may not be included in the total assets of ... A corporation may pay or authorize to be paid from the consideration received by the corporation as payment for the corporation's shares the reasonable charges ... In addition to the books and records required to be kept under Section 3.151, a corporation shall keep at its registered office or principal place ... Except as otherwise provided by this code and subject to Chapter 8, Business & Commerce Code, a corporation may consider the person registered as the ... In Sections 21.203-21.208, "shares" includes a security: (1) that is convertible into shares; or (2) that carries a right to subscribe for or acquire shares. ... (a) Except as provided by Section 21.208, a shareholder of a corporation does not have a preemptive right under this subchapter to acquire the corporation's ... (a) If the shareholders of a corporation have a preemptive right under this subchapter, the shareholders have a preemptive right to acquire proportional amounts of ... (a) A shareholder may waive a preemptive right granted to the shareholder. (b) A written waiver of a preemptive right is irrevocable regardless of whether ... (a) An action brought against a corporation, the board of directors or an officer, shareholder, or agent of the corporation, or an owner of a ... The transferee or successor of a share that has been transferred or otherwise disposed of by a shareholder of a corporation whose preemptive right to ... Subject to the certificate of formation, a shareholder of a corporation incorporated before September 1, 2003, has a preemptive right to acquire unissued or treasury ... Except as otherwise provided by this code, the shares and other securities of a corporation are transferable in accordance with Chapter 8, Business & Commerce ... (a) A restriction on the transfer or registration of transfer of a security, or on the amount of a corporation's securities that may be owned ... (a) Notwithstanding Sections 21.210 and 21.213, a restriction placed on the transfer or registration of transfer of a security of a corporation is valid if ... (a) A corporation that has adopted a bylaw or is a party to an agreement that restricts the transfer of the shares or other securities ... (a) A restriction placed on the transfer or registration of the transfer of a security of a corporation is specifically enforceable against the holder, or ... (a) If shares are registered on the books of a corporation in the names of two or more persons as joint owners with the right ... A corporation or an officer, director, employee, or agent of the corporation may not be held liable for considering the person who is registered as ... A corporation that transfers shares or makes a distribution to a surviving joint owner under Section 21.214 before the corporation has received a written claim ... An assignee or transferee of certificated shares, uncertificated shares, or a subscription for shares in good faith and without knowledge that full consideration for the ... (a) In this section, a holder of a beneficial interest in a voting trust entered into under Section 6.251 is a holder of the shares ... (a) On written request of a shareholder of the corporation, a corporation shall mail to the shareholder: (1) the annual statements of the corporation for ... An officer or agent of a corporation who is in charge of the corporation's share transfer records and who does not prepare the list of ... If an officer or agent of a corporation is unable to comply with the duties prescribed by Sections 21.354 and 21.372 because the officer or ... (a) A corporation that refuses to allow a person to examine and make copies of account records, minutes, and share transfer records under Section 21.218 ... (a) A holder of shares, an owner of any beneficial interest in shares, or a subscriber for shares whose subscription has been accepted, or any ... The liability of a holder, beneficial owner, or subscriber of shares of a corporation, or any affiliate of such a holder, owner, or subscriber of ... Section 21.223 or 21.224 does not limit the obligation of a holder, beneficial owner, subscriber, or affiliate to the obligee of the corporation if that ... (a) A pledgee or other holder of shares as collateral security is not personally liable as a shareholder. (b) An executor, administrator, conservator, guardian, trustee, ... (a) At the time a corporation redeems or purchases the redeemable shares of the corporation, the redemption or purchase has the effect of: (1) canceling ... (a) A corporation, by resolution of the board of directors of the corporation, may cancel all or part of the corporation's treasury shares at any ... (a) If all or part of the stated capital of a corporation is represented by shares without par value, the stated capital of the corporation ... The stated capital of a corporation may not be reduced under this subchapter if the amount of the aggregate stated capital of the corporation would ... In this subchapter: (1) "Distribution limit," with respect to a distribution made by a corporation, other than a distribution described by Subdivision (2), means: (A) ... The board of directors of a corporation may authorize a distribution and the corporation may make a distribution, subject to Section 21.303. Acts 2003, 78th ... (a) A corporation may not make a distribution that violates the corporation's certificate of formation. (b) Unless the distribution is made in compliance with Chapter ... (a) A distribution by a corporation that involves a redemption of outstanding redeemable shares of the corporation subject to redemption may be related to any ... (a) A notice of redemption of redeemable shares of a corporation must state: (1) the class or series of shares or part of the class ... (a) After the date the notice of redemption required by Section 21.305 is sent and before the day after the date set for redemption of ... (a) Payment of a certificated share shall be made only on the surrender of the respective share certificate. (b) A corporation may give a transfer ... (a) Except as provided by Subsection (b) or (c), a corporation's indebtedness that arises as a result of the declaration of a distribution and a ... (a) A corporation, by resolution of the board of directors of the corporation, may: (1) create a reserve out of the surplus of the corporation; ... The board of directors of a corporation may authorize a share dividend and the corporation may pay a share dividend subject to Section 21.311 and ... A corporation may not pay a share dividend in authorized but unissued shares of any class if: (1) the surplus of the corporation is less ... (a) A share dividend payable in authorized but unissued shares with par value shall be issued at the par value of the respective share. (b) ... (a) When a share dividend payable in authorized but unissued shares with par value is made by a corporation, an amount of surplus designated by ... (a) For purposes of this subchapter, the determination of whether a corporation is or would be insolvent and the determination of the value of a ... (a) For purposes of this subchapter, a determination of whether a corporation is or would be insolvent after a distribution or share dividend or a ... (a) Subject to Subsection (c), the directors of a corporation who vote for or assent to a distribution by the corporation that is prohibited by ... An action may not be brought against a director of a corporation under Section 21.316 after the second anniversary of the date the alleged act ... (a) A director who is held liable for a claim asserted under Section 21.316 is entitled to receive contributions from shareholders who accepted or received ... (a) An annual meeting of the shareholders of a corporation shall be held at a time that is stated in or set in accordance with ... (a) A special meeting of the shareholders of a corporation may be called by: (1) the president, the board of directors, or any other person ... (a) Except as provided by Section 21.456 and subject to Section 21.3531, written notice of a meeting in accordance with Section 6.051 shall be given ... (a) On consent of a shareholder, notice from a corporation under this code, the certificate of formation, or the bylaws may be provided to the ... (a) The list of shareholders entitled to vote at the meeting prepared under Section 21.372 shall be: (1) subject to inspection by a shareholder during ... Share transfer records that are closed in accordance with Section 6.101 for the purpose of determining which shareholders are entitled to receive notice of a ... The record date provided in accordance with Section 6.102(a) may not be more than 10 days after the date on which the board of directors ... The record date provided by the directors in accordance with Section 6.101 must be at least 10 days before the date on which the particular ... (a) Subject to Subsection (b), the holders of the majority of the shares entitled to vote at a meeting of the shareholders of a corporation ... (a) Subject to Subsection (b), directors of a corporation shall be elected by a plurality of the votes cast by the holders of shares entitled ... Except as provided by Section 21.361 or 21.362, a shareholder does not have the right to cumulate the shareholder's vote in the election of directors. ... (a) If expressly authorized by a corporation's certificate of formation in general or with respect to a specified class or series of shares or group ... Except as provided by the corporation's certificate of formation, a shareholder of a corporation incorporated before September 1, 2003, has the right to cumulatively vote ... (a) Subject to Subsection (b), with respect to a matter other than the election of directors or a matter for which the affirmative vote of ... (a) In this section, a "fundamental action" means: (1) an amendment of a certificate of formation; (2) a voluntary winding up under Chapter 11; (3) ... (a) With respect to a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is ... (a) Except as provided by the certificate of formation of a corporation or this code, each outstanding share, regardless of class, shall be entitled to ... (a) A shareholder may vote in person or by proxy executed in writing by the shareholder. (b) A telegram, telex, cablegram, or other form of ... A proxy is not valid after 11 months after the date the proxy is executed unless otherwise provided by the proxy. Acts 2003, 78th Leg., ... (a) In this section, a "proxy coupled with an interest" includes the appointment as proxy of: (1) a pledgee; (2) a person who purchased or ... (a) An irrevocable proxy is specifically enforceable against the holder of shares or any successor or transferee of the holder if: (1) the proxy is ... A corporation may establish in the corporation's bylaws procedures consistent with this code for determining the validity of proxies and determining whether shares that are ... (a) Not later than the 11th day before the date of each meeting of the shareholders of a corporation, an officer or agent of the ... (a) Except as provided by Section 21.101 or Subchapter O, the board of directors of a corporation shall: (1) exercise or authorize the exercise of ... Unless the certificate of formation or bylaws of a corporation provide otherwise, a person is not required to be a resident of this state or ... (a) The board of directors of a corporation may consist of one or more directors. (b) If the corporation is to be managed by a ... If the corporation is to be managed by a board of directors, the certificate of formation of a corporation must state the names and addresses ... (a) At the first annual meeting of shareholders of a corporation and at each subsequent annual meeting of shareholders, the holders of shares entitled to ... (a) The certificate of formation of a corporation may provide that directors elected by the holders of a class or series of shares or by ... Except as otherwise provided by this subchapter, the term of office of a director extends from the date the director is elected and qualified or ... (a) The certificate of formation or bylaws of a corporation may provide that all or some of the board of directors may be divided into ... (a) Except as otherwise provided by the certificate of formation or bylaws of a corporation or this subchapter, the shareholders of the corporation may remove ... Except as otherwise provided by the certificate of formation or bylaws, a director of a corporation may resign at any time by providing written notice ... (a) A vacancy occurring in the initial board of directors before the issuance of shares may be filled by the affirmative vote or written consent ... (a) Regular meetings of the board of directors of a corporation may be held with or without notice as prescribed by the corporation's bylaws. (b) ... (a) If the bylaws of a corporation require notice of a meeting to be given to a director, a written waiver of the notice signed ... (a) A quorum of the board of directors is the majority of the number of directors set or established in the manner provided by the ... (a) A director of a corporation who is present at a meeting of the board of directors at which action has been taken is presumed ... (a) The act of a majority of the directors present at a meeting at which a quorum is present is the act of the board ... (a) If authorized by the certificate of formation or bylaws of a corporation, the board of directors of the corporation may designate: (1) committees composed ... The board of directors of a corporation shall elect a president and a secretary at the time and in the manner prescribed by the corporation's ... (a) This section applies only to a contract or transaction between a corporation and: (1) one or more of the corporation's directors or officers; or ... In this subchapter: (1) "Participating shares" means shares that entitle the holders of the shares to participate without limitation in distributions. (2) "Sale of all ... (a) A corporation that is a party to the merger under Chapter 10 must approve the merger by complying with this section. (b) The board ... (a) A corporation must approve a conversion under Chapter 10 by complying with this section. (b) The board of directors of the corporation shall adopt ... (a) A corporation the shares of which are to be acquired in an exchange under Chapter 10 must approve the exchange by complying with this ... (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 ... (a) If a fundamental business transaction involving a corporation is required to be submitted to the shareholders of the corporation under this subchapter, the corporation ... (a) Except as provided by this code or the certificate of formation of a corporation in accordance with Section 21.365, the affirmative vote of the ... (a) Separate voting by a class or series of shares of a corporation is required for approval of a plan of merger or conversion if: ... (a) Unless required by the corporation's certificate of formation, a plan of merger is not required to be approved by the shareholders of a corporation ... A shareholder of a domestic corporation has the rights of dissent and appraisal under Subchapter H, Chapter 10, with respect to a fundamental business transaction. ... Except as provided by the corporation's certificate of formation: (1) the board of directors of a corporation may authorize a pledge, mortgage, deed of trust, ... A corporation may convey real property of the corporation when authorized by appropriate resolution of the board of directors. Acts 2003, 78th Leg., ch. 182, ... A corporation must approve a voluntary winding up in accordance with Chapter 11, a reinstatement in accordance with Section 11.202, a cancellation of an event ... To approve a voluntary winding up, a reinstatement, a cancellation of an event requiring winding up, or a revocation of a voluntary decision to wind ... (a) Each shareholder of record entitled to vote at a meeting described by Section 21.502(3)(A)(ii) must be given written notice stating that the purpose or ... If a corporation determines or is required to wind up, the directors of the corporation shall manage the process of winding up the business or ... In this subchapter: (1) "Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided by Section 21.562, ... (a) A shareholder may not institute or maintain a derivative proceeding unless: (1) the shareholder: (A) was a shareholder of the corporation at the time ... (a) A shareholder may not institute a derivative proceeding until the 91st day after the date a written demand is filed with the corporation stating ... (a) A determination of how to proceed on allegations made in a demand or petition relating to a derivative proceeding must be made by an ... (a) If the domestic or foreign corporation that is the subject of a derivative proceeding commences an inquiry into the allegations made in a demand ... (a) If a domestic or foreign corporation proposes to dismiss a derivative proceeding under Section 21.558, discovery by a shareholder after the filing of the ... A written demand filed with the corporation under Section 21.553 tolls the statute of limitations on the claim on which demand is made until the ... (a) A court shall dismiss a derivative proceeding on a motion by the corporation if the person or group of persons described by Section 21.554 ... If a derivative proceeding is instituted after a demand is rejected, the petition must allege with particularity facts that establish that the rejection was not ... (a) A derivative proceeding may not be discontinued or settled without court approval. (b) The court shall direct that notice be given to the affected ... (a) In this section, "expenses" means reasonable expenses incurred by a party in a derivative proceeding, including: (1) attorney's fees; (2) costs in pursuing an ... (a) In a derivative proceeding brought in the right of a foreign corporation, the matters covered by this subchapter are governed by the laws of ... (a) In this section, "closely held corporation" means a corporation that has: (1) fewer than 35 shareholders; and (2) no shares listed on a national ... In this subchapter: (1) "Issuing public corporation" means a domestic corporation that has: (A) 100 or more shareholders of record as shown by the share ... (a) For purposes of this subchapter, a person, other than the issuing public corporation or a wholly owned subsidiary of the issuing public corporation, is ... (a) For purposes of this chapter, a person is a beneficial owner of shares or similar securities if the person individually, or through an affiliate ... A business combination is: (1) a merger, share exchange, or conversion of an issuing public corporation or a subsidiary with: (A) an affiliated shareholder; (B) ... (a) For purposes of this subchapter, a person has control of another person if the person has possession, directly or indirectly, of the power to ... An issuing public corporation may not, directly or indirectly, enter into or engage in a business combination with an affiliated shareholder, or any affiliate or ... Section 21.606 does not apply to: (1) a business combination of an issuing public corporation if: (A) the original articles of incorporation or original bylaws ... (a) This subchapter does not affect, directly or indirectly, the validity of another action by the board of directors of an issuing public corporation. (b) ... If this subchapter conflicts with another provision of this code, this subchapter controls. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. ... The affirmative vote or concurrence of shareholders required for approval of an action that is required to be submitted to a vote of the shareholders ... In this subchapter, "investment company" means a corporation registered as an open-end company under the Investment Company Act. Acts 2003, 78th Leg., ch. 182, § ... (a) In addition to the actions the board may undertake under Subchapters D, E, and F, the board of directors of an investment company may: ... (a) Before the first issuance of shares of a class or series established or increased or decreased by resolution adopted by the board of directors ... Unless the director resigns or is removed in accordance with the certificate of formation or bylaws of the investment company, a director of an investment ... (a) If provided by the certificate of formation or bylaws of an investment company, the investment company is not required to hold an annual meeting ... In this subchapter: (1) "Close corporation" means a domestic corporation formed under this subchapter. (2) "Close corporation provision" means a provision in the certificate of ... (a) This subchapter applies only to a close corporation. (b) This chapter applies to a close corporation to the extent not inconsistent with this subchapter. ... A close corporation shall be formed in accordance with Chapter 3. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. ... (a) A close corporation does not need to adopt bylaws if provisions required by law to be contained in the bylaws are contained in the ... (a) An ordinary corporation may become a close corporation by amending its certificate of formation in accordance with Chapter 3 to conform with Section 3.008. ... (a) A surviving or new corporation resulting from a merger or conversion or a corporation that acquires a corporation under an exchange under Chapter 10 ... (a) This section applies to an existing corporation that elected to become a close corporation before the effective date of this code and has not ... A close corporation may terminate its status as a close corporation by: (1) filing a statement terminating close corporation status under Section 21.709; (2) amending ... (a) If a close corporation provision specifies a time or event requiring the termination of close corporation status, regardless of whether the provision is identifiable ... (a) A close corporation that terminates its status as a close corporation and becomes an ordinary corporation is subject to this chapter as if the ... A shareholders' meeting required by Section 21.710(c)(2) shall be promptly called after the termination of close corporation status takes effect. If a meeting is not ... A director succeeding to the management of the corporation under Section 21.710(c) shall have a term of office as set forth in Section 21.408. Until ... A close corporation shall be managed: (1) by a board of directors in the same manner an ordinary corporation would be managed under this chapter; ... (a) The shareholders of a close corporation may enter into one or more shareholders' agreements. (b) The business and affairs of a close corporation or ... A shareholders' agreement shall be executed: (1) in the case of an existing close corporation, by each shareholder at the time of execution, regardless of ... Unless otherwise provided by a shareholders' agreement, an amendment to the shareholders' agreement of a close corporation may be adopted only by the written consent ... (a) The close corporation shall deliver a complete copy of a shareholders' agreement to: (1) each person who is bound by the shareholders' agreement; (2) ... (a) On or after the formation of a close corporation or adoption of close corporation status, a close corporation that begins to conduct its business ... (a) A shareholders' agreement executed in accordance with Section 21.715 is valid and enforceable notwithstanding: (1) the elimination of a board of directors; (2) any ... (a) A shareholders' agreement executed in accordance with Section 21.715 is: (1) considered to be an agreement among all of the shareholders of the close ... (a) Before the transfer of shares of a close corporation in which there is a shareholders' agreement, the transferor shall deliver a complete copy of ... If a certificate representing shares of a close corporation contains the statement required by Section 21.732, and a complete copy of each shareholders' agreement has ... (a) Notwithstanding the person's signature, a person ceases to be a party to, and bound by, a shareholders' agreement when the person ceases to be ... (a) Except as provided by Subsection (b), a shareholders' agreement terminates when the close corporation terminates its status as a close corporation. (b) If provided ... Sections 21.726-21.729 apply only to a close corporation the business and affairs of which are managed wholly or partly by the shareholders of the close ... (a) When required by the context of this chapter, the shareholders of a close corporation described by Section 21.725 are considered to be directors of ... The shareholders of a close corporation described by Section 21.725 are subject to any liability imposed on a director of a corporation by this chapter ... (a) An action that shall or may be taken by the board of directors of an ordinary corporation as required or authorized by this chapter ... (a) A shareholder of a close corporation described by Section 21.725 is not liable because of a shareholders' vote or shareholder action without a vote ... The failure of a close corporation under this subchapter to observe a usual formality or requirement prescribed for an ordinary corporation by this chapter relating ... Sections 21.713-21.730 do not prohibit or impair any other agreement between two or more shareholders of an ordinary corporation permitted by this chapter or other ... (a) In addition to a matter required or authorized by law to be stated on a certificate representing shares, each certificate representing shares issued by ... In this subchapter: (1) "Court" means a district court in the county in which the principal office of the close corporation is located. (2) "Custodian" ... In addition to any other judicial proceeding pertaining to an ordinary corporation provided for by this chapter or other law, a close corporation or shareholder ... (a) Notice of the institution of a proceeding shall be given to the close corporation, if the corporation is not a plaintiff, and to each ... Except as provided by Section 21.755, the right of a close corporation or a shareholder to institute a proceeding under Section 21.752 is in addition ... (a) A shareholder may not institute a proceeding before exhausting any nonjudicial remedy contained in a close corporation provision for resolution of an issue that ... (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 ... Except as provided by Section 21.756, in a case in which a shareholder is entitled to wind up and terminate a close corporation under a ... (a) In a judicial proceeding under this section, a court shall appoint a provisional director for a close corporation on presentation of proof that the ... A provisional director has all the rights and powers of an elected director of the close corporation, or the rights of vote or consent of ... (a) The compensation of a provisional director shall be determined by an agreement between the provisional director and the close corporation, subject to court approval. ... (a) In a judicial proceeding under this section, a court shall appoint a custodian for a close corporation on presentation of proof that: (1) at ... A person who qualifies as a custodian has all of the powers and duties and the title of a receiver appointed under Sections 11.404-11.406. The ... If the condition requiring the appointment of a custodian is remedied other than by liquidation or winding up and termination, the court shall terminate the ... Except as otherwise provided by this code, the shares and other securities of a corporation are personal property. Acts 2003, 78th Leg., ch. 182, § ... (a) A person required under Title 1 or this title to file a change of registered office or agent, a certificate of voluntary withdrawal, or ... Last modified: August 11, 2007 |