Texas Business Organizations Code
Sec. § 3.201
Certificated or Uncertificated Ownership Interest; Applicability


(a)

Ownership interests in a domestic entity may be certificated or uncertificated.

(b)

The ownership interests in a for-profit corporation, real estate investment trust, or professional corporation must be certificated, except to the extent a governing document of the entity or a resolution adopted by the governing authority of the entity provides that some or all of the classes or series of the ownership interests are uncertificated or that some or all of the ownership interests in any class or series of the ownership interests are uncertificated. The entity may have outstanding both certificated and uncertificated ownership interests of the same class or series. If a domestic entity changes the form of its ownership interests from certificated to uncertificated, a certificated ownership interest subject to the change becomes an uncertificated ownership interest only after the certificate is surrendered to the domestic entity.

(c)

Ownership interests in a domestic entity, other than a domestic entity described by Subsection (b), are uncertificated unless this code or the governing documents of the domestic entity state that the interests are certificated.

(d)

Sections 3.202-3.205 do not apply to a partnership or a limited liability company except to the extent that the governing documents of the partnership or limited liability company specify.

(e)

The governing documents of a partnership or a limited liability company may:

(1)

provide that an owners ownership interest may be evidenced by a certificate of ownership interest issued by the entity;

(2)

provide for the assignment or transfer of ownership interests represented by certificates; and

(3)

make other provisions with respect to the certificate.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 4, eff. September 1, 2015.
Sec. 3.202. FORM AND VALIDITY OF CERTIFICATES; ENFORCEMENT OF ENTITYS 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 entitys 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 entitys governing documents and that the domestic entity, on written request to the entitys 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 entitys 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 trusts 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 entitys rights under the restriction imposed on the certificated ownership interests.

(f)

A certificate representing ownership interests may not be issued in bearer form.
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. 3, eff. September 1, 2009.
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Last accessed
Jun. 9, 2018