Texas Business Organizations Code

Sec. § 21.157
Issuance of Shares


Except as provided by Section 21.158 (Issuance of Shares Under Plan of Merger or Conversion), a corporation may issue shares for consideration if authorized by the board of directors of the corporation.


Shares may not be issued until the consideration, determined in accordance with this subchapter, has been paid or delivered as required in connection with the authorization of the shares. When the consideration is paid or delivered:


the shares are considered to be issued;


the subscriber or other person entitled to receive the shares is a shareholder with respect to the shares; and


the shares are considered fully paid and nonassessable.


This subsection applies only to shares issued in accordance with Subsections (a) and (b) and Sections 21.160 (Determination of Consideration for Shares) and 21.161 (Amount of Consideration for Issuance of Certain Shares) for consideration consisting, wholly or partly, of a contract for future services or benefits or a promissory note. A corporation may place the shares, although fully paid and nonassessable, in escrow, or make other arrangements to restrict the transfer of the shares, and may credit distributions made with respect to the shares against their purchase price, until the services are performed, the note is paid, or the benefits are received. If the services are not performed, the note is not paid, or the benefits are not received, the corporation may pursue remedies provided or afforded under law or in the contract or note, including causing the shares that are placed in escrow or restricted to be forfeited or returned to or reacquired by the corporation and the distributions that have been credited to be wholly or partly returned to the corporation.


The authorization by the board of directors for the issuance of shares may provide that any shares to be issued under the authorization may be issued:


in one or more transactions in the numbers and at the times as stated in or determined by the authorization; or


in the manner stated in the authorization, which may include a determination or action by any person or persons, including the corporation, if the authorization states:


the maximum number of shares that may be issued under the authorization;


the period during which the shares may be issued; and


the minimum amount of consideration for which the shares may be issued.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 30, eff. September 1, 2009.
Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 6, eff. September 1, 2017.

Last accessed
Jun. 7, 2021