Texas Business Organizations Code

Sec. § 21.201
Registered Holders As Owners; Shares Held by Nominees


(a)

Except as otherwise provided by this code and subject to Chapter 8 (Security Instruments), Business & Commerce Code, a corporation may consider the person registered as the owner of a share in the share transfer records of the corporation at a particular time, including a record date set under Section 6.101 (Record Date for Purpose Other Than Written Consent to Action) or 6.102 (Record Date for Written Consent to Action) or Subchapter H, as the owner of that share at that time for purposes of:

(1)

voting the share;

(2)

receiving distributions on the share;

(3)

transferring the share;

(4)

receiving notice, exercising rights of dissent, exercising or waiving a preemptive right, or giving proxies with respect to that share;

(5)

entering into agreements with respect to that share in accordance with Section 6.251, 6.252, or 21.210; or

(6)

any other shareholder action.

(b)

A corporation may establish a procedure by which the corporation recognizes as a shareholder the beneficial owner of shares registered in the name of a nominee.

(c)

A procedure established under Subsection (b) must:

(1)

determine the extent of the corporation’s recognition of the beneficial owner as a shareholder; and

(2)

include the nominee’s filing of a statement with the corporation that contains information regarding the beneficial owner.

(d)

A procedure established under Subsection (b) may set forth:

(1)

the types of nominees to which the procedure applies;

(2)

the rights or privileges that the corporation will recognize in a beneficial owner, to the extent that the rights or privileges are not inconsistent with Section 10.361 (Proceeding to Determine Fair Value of Ownership Interest and Owners Entitled to Payment; Appointment of Appraisers)(g);

(3)

the manner in which the procedure is selected by the nominee;

(4)

the information that must be provided when the procedure is selected;

(5)

the period for which the selection of the procedure is effective; and

(6)

any other aspect of the rights and duties to be established under the procedure.
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. 33, eff. September 1, 2009.
Source

Last accessed
Jun. 7, 2021