Texas Business Organizations Code Title 5, Chapter 200 - Real Estate Investment Trusts

SUBCHAPTER A GENERAL PROVISIONS

• Texas Section 200.001 - Definition
  In this chapter, "real estate investment trust" means an unincorporated trust: (1) formed by one or more trust managers under this chapter and Chapter 3;...
• Texas Section 200.002 - Applicability Of Chapter
  (a) The provisions of Chapters 20 and 21 govern a matter to the extent that this chapter or Title 1 does not govern the matter....
• Texas Section 200.003 - Conflict With Other Law
  In case of conflict between this chapter and Chapters 20 and 21, this chapter controls. Chapters 20 and 21 do not control over this chapter...
• Texas Section 200.004 - Ultra Vires Acts
  (a) Lack of capacity of a real estate investment trust may not be the basis of any claim or defense at law or in equity....
• Texas Section 200.005 - Supplementary Powers Of Real Estate Investment Trust
  (a) Subject to Section 2.113(a) and in addition to the powers specified in Section 2.101, a real estate investment trust may engage in activities mandated...

SUBCHAPTER B FORMATION AND GOVERNING DOCUMENTS

• Texas Section 200.006 - Requirement That Filing Instrument Be Signed By Officer
  Unless otherwise provided by this chapter, a filing instrument of a real estate investment trust may be signed by an officer of the real estate...
• Texas Section 200.051 - Declaration Of Trust
  For purposes of this code, the certificate of formation of a real estate investment trust is a declaration of trust. The certificate of formation may...
• Texas Section 200.052 - No Property Right In Certificate Of Formation
  A shareholder of a real estate investment trust does not have a vested property right resulting from the certificate of formation, including a provision in...
• Texas Section 200.053 - Procedures To Adopt Amendment To Certificate Of Formation
  (a) To adopt an amendment to the certificate of formation of a real estate investment trust as provided by Subchapter B, Chapter 3, the trust...
• Texas Section 200.054 - Adoption Of Amendment By Trust Managers
  If a real estate investment trust does not have any issued and outstanding shares, the trust managers may adopt a proposed amendment to the real...
• Texas Section 200.055 - Adoption Of Amendment By Shareholders
  If a real estate investment trust has issued and outstanding shares: (1) a resolution described by Section 200.053 must also direct that the proposed amendment...
• Texas Section 200.056 - Notice Of And Meeting To Consider Proposed Amendment
  (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...
• Texas Section 200.057 - Adoption Of Restated Certificate Of Formation
  (a) A real estate investment trust may adopt a restated certificate of formation as provided by Subchapter B, Chapter 3, by following the same procedures...
• Texas Section 200.058 - Bylaws
  (a) The trust managers of a real estate investment trust shall adopt initial bylaws. (b) The bylaws may contain provisions for the regulation and management...
• Texas Section 200.059 - Dual Authority
  Unless the certificate of formation or a bylaw adopted by the shareholders provides otherwise as to all or a part of a real estate investment...

SUBCHAPTER C SHARES

• Texas Section 200.060 - Organization Meeting
  (a) After the real estate investment trust has been formed, the initial trust managers of the real estate investment trust shall hold an organization meeting,...
• Texas Section 200.101 - Number
  A real estate investment trust may issue the number of shares stated in the real estate investment trust's certificate of formation. Acts 2003, 78th Leg.,...
• Texas Section 200.102 - Classification Of Shares
  A real estate investment trust may provide in the real estate investment trust's certificate of formation: (1) that a specified class of shares is preferred...
• Texas Section 200.103 - Classes Of Shares Established By Trust Managers
  (a) A real estate investment trust may provide in the real estate investment trust's certificate of formation that the trust managers may classify or reclassify...
• Texas Section 200.104 - Issuance Of Shares
  (a) A real estate investment trust may issue shares for consideration if authorized by the trust managers. (b) Shares may not be issued until the...
• Texas Section 200.105 - Types Of Consideration For Issuance Of Shares
  Shares with or without par value may be issued by a real estate investment trust for the following types of consideration: (1) a tangible or...
• Texas Section 200.106 - Determination Of Consideration For Shares
  Consideration to be received by a real estate investment trust for shares shall be determined by the trust managers. Acts 2003, 78th Leg., ch. 182,...
• Texas Section 200.107 - Amount Of Consideration For Issuance Of Shares With Par Value
  Consideration to be received by a real estate investment trust for the issuance of shares with par value may not be less than the par...
• Texas Section 200.108 - Value Of Consideration
  In the absence of fraud in the transaction, the judgment of the trust managers is conclusive in determining the value of the consideration received for...
• Texas Section 200.109 - Liability Of Assignee Or Transferee
  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...
• Texas Section 200.110 - Subscriptions
  (a) A real estate investment trust may accept a subscription by notifying the subscriber in writing. (b) A subscription to purchase shares in a real...
• Texas Section 200.111 - Preformation Subscription
  (a) A real estate investment trust may determine the payment terms of a preformation subscription unless the payment terms are specified by the subscription. The...
• Texas Section 200.112 - Commitment In Connection With Purchase Of Shares
  (a) A person who contemplates the acquisition of shares in a real estate investment trust may commit to act in a specified manner with respect...

SUBCHAPTER D SHAREHOLDER RIGHTS AND RESTRICTIONS

• Texas Section 200.113 - Supplemental Required Records
  In addition to the books and records required to be kept under Section 3.151, a real estate investment trust must keep at its principal office...
• Texas Section 200.151 - Registered Holders As Owners
  Except as otherwise provided by this code and subject to Chapter 8, Business & Commerce Code, a real estate investment trust may consider the person...
• Texas Section 200.152 - No Statutory Preemptive Right Unless Specifically Provided By Certificate Of Formation
  A shareholder of a real estate investment trust does not have a preemptive right to acquire securities except to the extent specifically provided by the...
• Texas Section 200.153 - Characterization And Transfer Of Shares And Other Securities
  Except as otherwise provided by this code, the shares and other securities of a real estate investment trust are: (1) personal property for all purposes;...
• Texas Section 200.154 - Restriction On Transfer Of Shares And Other Securities
  (a) A restriction on the transfer or registration of transfer of a security may be imposed by: (1) the real estate investment trust's certificate of...
• Texas Section 200.155 - Valid Restriction On Transfer
  Notwithstanding Sections 200.154 and 200.157, a restriction placed on the transfer or registration of transfer of a security of a real estate investment trust is...
• Texas Section 200.156 - Bylaw Or Agreement Restricting Transfer Of Shares Or Other Securities
  (a) A real estate investment trust that has adopted a bylaw or is a party to an agreement that restricts the transfer of the shares...
• Texas Section 200.157 - Enforceability Of Restriction On Transfer Of Certain Securities
  (a) A restriction placed on the transfer or registration of the transfer of a security of a real estate investment trust is specifically enforceable against...
• Texas Section 200.158 - Joint Ownership Of Shares
  (a) If shares are registered on the books of a real estate investment trust in the names of two or more persons as joint owners...
• Texas Section 200.159 - Liability For Designating Owner Of Shares
  A real estate investment trust or an officer, trust manager, employee, or agent of the real estate investment trust may not be held liable for...
• Texas Section 200.160 - Liability Regarding Joint Ownership Of Shares
  A real estate investment trust that transfers shares or makes a distribution to a surviving joint owner under Section 200.158 before the real estate investment...
• Texas Section 200.161 - Limitation Of Liability For Obligations
  (a) A holder of shares, an owner of any beneficial interest in shares, or a subscriber for shares whose subscription has been accepted is not...
• Texas Section 200.162 - Preemption Of Liability
  The liability of a holder, beneficial owner, or subscriber of shares of a real estate investment trust for an obligation that is limited by Section...
• Texas Section 200.163 - Exceptions To Limitations
  Section 200.161 or 200.162 does not limit the obligation of a holder, beneficial owner, or subscriber to the obligee of the real estate investment trust...

SUBCHAPTER E DISTRIBUTIONS AND SHARE DIVIDENDS

• Texas Section 200.164 - Pledgees And Trust Administrators
  (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,...
• Texas Section 200.201 - Authority For Distributions
  The trust managers of a real estate investment trust may authorize a distribution and the real estate investment trust may make a distribution, subject to...
• Texas Section 200.202 - Limitations On Distributions
  (a) A real estate investment trust may not make a distribution: (1) if the real estate investment trust would be insolvent after the distribution; or...
• Texas Section 200.203 - Priority Of Distributions
  A real estate investment trust's indebtedness that arises as a result of the declaration of a distribution and a real estate investment trust's indebtedness issued...
• Texas Section 200.204 - Reserves, Designations, And Allocations From Surplus
  (a) A real estate investment trust, by resolution of the trust managers of the real estate investment trust, may: (1) create a reserve out of...
• Texas Section 200.205 - Authority For Share Dividends
  The trust managers of a real estate investment trust may authorize a share dividend, and the real estate investment trust may pay a share dividend...
• Texas Section 200.206 - Limitations On Share Dividends
  (a) A real estate investment trust may not pay a share dividend in authorized but unissued shares of any class if the surplus of the...
• Texas Section 200.207 - Value Of Shares Issued As Share Dividends
  (a) A share dividend payable in authorized but unissued shares with par value shall be issued at the par value of the shares. (b) A...
• Texas Section 200.208 - Transfer Of Surplus For Share Dividends
  (a) When a share dividend payable in authorized but unissued shares with par value is made by a real estate investment trust, an amount of...
• Texas Section 200.209 - Determination Of Solvency, Net Assets, Stated Capital, And Surplus
  (a) The determination of whether a real estate investment trust is or would be insolvent and the determination of the value of a real estate...
• Texas Section 200.210 - Date Of Determination Of Surplus
  (a) For purposes of this subchapter, a determination of whether a real estate investment trust is or would be made insolvent by a distribution or...

SUBCHAPTER F SHAREHOLDERS' MEETINGS; VOTING AND QUORUM

• Texas Section 200.211 - Split-up Or Division Of Shares
  The trust managers of a real estate investment trust may authorize the real estate investment trust to carry out any split-up or division of the...
• Texas Section 200.251 - Annual Meeting
  (a) An annual meeting of the shareholders of a real estate investment trust shall be held at a time that is stated in or set...
• Texas Section 200.252 - Special Meetings
  A special meeting of the shareholders of a real estate investment trust may be called by: (1) a trust manager, an officer of the real...
• Texas Section 200.253 - Notice Of Meeting
  (a) Written notice of a meeting in accordance with Section 6.051 shall be given to each shareholder entitled to vote at the meeting not later...
• Texas Section 200.254 - Closing Of Share Transfer Records
  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...
• Texas Section 200.255 - Record Date For Written Consent To Action
  The record date provided in accordance with Section 6.102(a) may not be more than 10 days after the date on which the trust managers adopt...
• Texas Section 200.256 - Record Date For Purpose Other Than Written Consent To Action
  The record date provided by the trust managers in accordance with Section 6.101 must be at least 10 days before the date on which the...
• Texas Section 200.257 - Quorum
  (a) Subject to Subsection (b), the holders of the majority of the shares entitled to vote at a meeting of the shareholders of a real...
• Texas Section 200.258 - Voting In Election Of Trust Managers
  (a) Subject to Subsection (b), trust managers of a real estate investment trust shall be elected by two-thirds of the votes cast by the holders...
• Texas Section 200.259 - Cumulative Voting In Election Of Trust Managers
  (a) Cumulative voting is allowed only if specifically authorized by the certificate of formation of a real estate investment trust. (b) Cumulative voting occurs when...
• Texas Section 200.260 - Voting On Matters Other Than Election Of Trust Managers
  (a) Subject to Subsection (b), with respect to a matter other than the election of trust managers or a matter for which the affirmative vote...
• Texas Section 200.261 - Vote Required To Approve Fundamental Action
  (a) In this section, a "fundamental action" means: (1) an amendment of a certificate of formation, including an amendment required for cancellation of an event...
• Texas Section 200.262 - Changes In Vote Required For Certain Matters
  (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...
• Texas Section 200.263 - Number Of Votes Per Share
  (a) Except as provided by the certificate of formation of a real estate investment trust or this title or Title 1, each outstanding share, regardless...
• Texas Section 200.264 - Voting In Person Or By Proxy
  (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...
• Texas Section 200.265 - Term Of Proxy
  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.,...
• Texas Section 200.266 - Revocability Of Proxy
  (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...
• Texas Section 200.267 - Enforceability Of Proxy
  (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...

SUBCHAPTER G TRUST MANAGERS

• Texas Section 200.268 - Procedures In Bylaws Relating To Proxies
  A real estate investment trust may establish in the bylaws of the real estate investment trust procedures consistent with this code for determining the validity...
• Texas Section 200.301 - Management By Trust Managers
  The control, operation, disposition, investment, and management of the trust estate and the powers necessary or appropriate to effect any purpose for which a real...
• Texas Section 200.302 - Designation Of Trust Managers
  (a) The certificate of formation of a real estate investment trust must contain the name of each trust manager. (b) A successor trust manager must...
• Texas Section 200.303 - Trust Manager Eligibility Requirements
  A trust manager of a real estate investment trust must be an individual. Unless the certificate of formation or bylaws of a real estate investment...
• Texas Section 200.304 - Number Of Trust Managers
  (a) The certificate of formation or bylaws of the real estate investment trust shall set the number of trust managers or provide for the manner...
• Texas Section 200.305 - Compensation
  A trust manager or officer of a real estate investment trust is entitled to receive compensation set by or in the manner provided by the...
• Texas Section 200.306 - Term Of Trust Manager
  (a) Except as provided by the certificate of formation or bylaws of a real estate investment trust, a trust manager of the real estate investment...
• Texas Section 200.307 - Staggered Terms Of Trust Managers
  (a) A governing document of a real estate investment trust may provide that all or some of the board of trust managers may be divided...
• Texas Section 200.308 - Vacancy
  (a) Except as provided by Subsection (b), a vacancy occurring in the office of a trust manager of a real estate investment trust may be...
• Texas Section 200.309 - Notice Of Meeting
  (a) Regular meetings of the trust managers of a real estate investment trust may be held with or without notice as prescribed by the real...
• Texas Section 200.310 - Quorum
  A quorum of the board of trust managers of a real estate investment trust is the majority of the number of trust managers unless the...
• Texas Section 200.311 - Committees Of Trust Managers
  (a) If authorized by the certificate of formation or bylaws, the trust managers of a real estate investment trust, by resolution adopted by a majority...
• Texas Section 200.312 - Liability Of Trust Managers
  (a) A trust manager of a real estate investment trust who votes for or assents to a distribution of assets made by the real estate...
• Texas Section 200.313 - Statute Of Limitations On Certain Action Against Trust Managers
  An action may not be brought against a trust manager of a real estate investment trust under Section 200.312 after the second anniversary of the...
• Texas Section 200.314 - Immunity From Liability For Performance Of Duty
  A trust manager of a real estate investment trust may not be held liable to the real estate investment trust for an act, omission, loss,...
• Texas Section 200.315 - Right Of Contribution
  A trust manager who is liable for a claim asserted under Section 200.312 is entitled to receive contribution from each of the other trust managers...
• Texas Section 200.316 - Officers
  (a) An officer of a real estate investment trust designated by the trust managers under Section 3.103 may exercise all of the powers of a...

SUBCHAPTER H INVESTMENTS

• Texas Section 200.317 - Contracts Or Transactions Involving Interested Trust Managers And Officers
  (a) This section applies to a contract or transaction between a real estate investment trust and: (1) one or more trust managers or officers, or...

SUBCHAPTER I FUNDAMENTAL BUSINESS TRANSACTIONS

• Texas Section 200.351 - Investments
  A trust manager or officer of a real estate investment trust has complete discretion with respect to the investment of the trust estate unless the...
• Texas Section 200.401 - Definitions
  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...
• Texas Section 200.402 - Approval Of Merger
  (a) A real estate investment trust that is a party to the merger under Chapter 10 must approve the merger by complying with this section....
• Texas Section 200.403 - Approval Of Conversion
  (a) A real estate investment trust must approve a conversion under Chapter 10 by complying with this section. (b) The trust managers of the real...
• Texas Section 200.404 - Approval Of Exchange
  (a) A real estate investment trust the shares of which are to be acquired in an exchange under Chapter 10 must approve the exchange by...
• Texas Section 200.405 - Approval Of Sale Of All Or Substantially All Of Assets
  (a) Except as provided by the certificate of formation of a domestic real estate investment trust, a sale, lease, pledge, mortgage, assignment, transfer, or other...
• Texas Section 200.406 - General Procedure For Submission To Shareholders Of Fundamental Business Transaction
  (a) If a fundamental business transaction involving a real estate investment trust is required to be submitted to the shareholders of the real estate investment...
• Texas Section 200.407 - General Vote Requirement For Approval Of Fundamental Business Transaction
  (a) Except as provided by this code or the certificate of formation or bylaws of a real estate investment trust in accordance with Section 200.261,...
• Texas Section 200.408 - Class Voting Requirements For Certain Fundamental Business Transactions
  (a) Separate voting by a class or series of shares of a real estate investment trust is required for approval of a plan of merger...
• Texas Section 200.409 - No Shareholder Vote Requirement For Certain Fundamental Business Transactions
  (a) Unless required by the real estate investment trust's certificate of formation, a plan of merger is not required to be approved by the shareholders...

SUBCHAPTER J SUPPLEMENTAL WINDING UP AND TERMINATION PROVISIONS

• Texas Section 200.410 - Rights Of Dissent And Appraisal
  A shareholder of a domestic real estate investment trust has the rights of dissent and appraisal under Subchapter H, Chapter 10, with respect to a...
• Texas Section 200.451 - Approval Of Voluntary Winding Up
  A real estate investment trust must approve a voluntary winding up under Chapter 11 by the affirmative vote of the shareholders in accordance with Section...
• Texas Section 200.452 - Approval Of Reinstatement, Cancellation, Or Revocation Of Voluntary Winding Up
  A real estate investment trust may reinstate its existence under Section 11.202, revoke a voluntary decision to wind up under Section 11.151, or cancel an...

SUBCHAPTER K MISCELLANEOUS PROVISIONS

• Texas Section 200.453 - Responsibility For Winding Up
  If a real estate investment trust determines or is required to wind up, the trust managers shall manage the winding up of the business or...
• Texas Section 200.501 - Examination Of Records
  (a) On written demand stating a proper purpose, a shareholder of record of a real estate investment trust for at least six months immediately preceding...
• Texas Section 200.502 - Joinder Of Shareholders Not Required
  The joinder of shareholders of a real estate investment trust is not required for any sale, lease, mortgage, or other disposition of all or part...
• Texas Section 200.503 - Tax Law Requirements
  In connection with a real estate investment trust qualifying or attempting to qualify as a real estate investment trust under the Internal Revenue Code and...

Last modified: September 28, 2016