Chapter 21
For-profit Corporations

Sections

21.002
Definitions
21.051
No Property Right in Certificate of Formation
21.052
Procedures to Adopt Amendment to Certificate of Formation
21.053
Adoption of Amendment by Board of Directors
21.054
Adoption of Amendment by Shareholders
21.055
Notice of and Meeting to Consider Proposed Amendment
21.056
Restated Certificate of Formation
21.057
Bylaws
21.058
Dual Authority
21.059
Organization Meeting
21.101
Shareholders' Agreement
21.102
Term of Agreement
21.103
Disclosure of Agreement
21.104
Effect of Shareholders' Agreement
21.105
Right of Rescission
21.106
Agreement Limiting Authority of and Supplanting Board of Directors
21.107
Liability of Shareholder
21.108
Persons Acting in Place of Shareholders
21.109
Agreement Not Effective
21.110
Other Shareholder Agreements Permitted
21.151
Number of Authorized Shares
21.152
Classes and Series of Shares
21.153
Designations, Preferences, Limitations, and Rights of a Class or Series
21.154
Certain Optional Characteristics of Shares
21.155
Series of Shares Established by Board of Directors
21.156
Actions With Respect to Series of Shares
21.157
Issuance of Shares
21.158
Issuance of Shares Under Plan of Merger or Conversion
21.159
Types of Consideration for Shares
21.160
Determination of Consideration for Shares
21.161
Amount of Consideration for Issuance of Certain Shares
21.162
Value and Sufficiency of Consideration
21.163
Issuance and Disposition of Fractional Shares or Scrip
21.164
Rights of Holders of Fractional Shares or Scrip
21.165
Subscriptions
21.166
Preformation Subscription
21.167
Commitment to Purchase Shares
21.168
Stock Rights, Options, and Convertible Indebtedness
21.169
Terms and Conditions of Rights and Options
21.170
Consideration for Rights, Options, and Convertible Indebtedness
21.171
Outstanding or Treasury Shares
21.172
Expenses of Organization, Reorganization, and Financing of Corporation
21.173
Supplemental Required Records
21.201
Registered Holders As Owners
21.202
Definition of Shares
21.203
No Statutory Preemptive Right Unless Provided by Certificate of Formation
21.204
Statutory Preemptive Rights
21.205
Waiver of Preemptive Right
21.206
Limitation on Action to Enforce Preemptive Right
21.207
Disposition of Shares Having Preemptive Rights
21.208
Preemptive Right in Existing Corporation
21.209
Transfer of Shares and Other Securities
21.210
Restriction on Transfer of Shares and Other Securities
21.211
Valid Restrictions on Transfer
21.212
Bylaw or Agreement Restricting Transfer of Shares or Other Securities
21.213
Enforceability of Restriction on Transfer of Certain Securities
21.214
Joint Ownership of Shares
21.215
Liability for Designating Owner of Shares
21.216
Liability Regarding Joint Ownership of Shares
21.217
Liability of Assignee or Transferee
21.218
Examination of Records
21.219
Annual and Interim Statements of Corporation
21.220
Penalty for Failure to Prepare Voting List
21.221
Penalty for Failure to Provide Notice of Meeting
21.222
Penalty for Refusal to Permit Examination of Certain Records
21.223
Limitation of Liability for Obligations
21.224
Preemption of Liability
21.225
Exceptions to Limitations
21.226
Pledgees and Trust Administrators
21.251
Reduction of Stated Capital by Redemption or Purchase of Redeemable Shares
21.252
Cancellation of Treasury Shares
21.253
Procedures for Reduction of Stated Capital by Board of Directors
21.254
Restriction on Reduction of Stated Capital
21.301
Definitions
21.302
Authority for Distributions
21.303
Limitations on Distributions
21.304
Redemptions
21.305
Notice of Redemption
21.306
Deposit of Money for Redemption
21.307
Payment of Redeemed Shares
21.308
Priority of Distributions
21.309
Reserves, Designations, and Allocations From Surplus
21.310
Authority for Share Dividends
21.311
Limitations on Share Dividends
21.312
Value of Shares Issued As Share Dividends
21.313
Transfer of Surplus for Share Dividends
21.314
Determination of Solvency, Net Assets, Stated Capital, and Surplus
21.315
Date of Determination of Solvency, Net Assets, Stated Capital, and Surplus
21.316
Liability of Directors for Wrongful Distributions
21.317
Statute of Limitations on Action for Wrongful Distribution
21.318
Contribution From Certain Shareholders and Directors
21.351
Annual Meeting
21.352
Special Meetings
21.353
Notice of Meeting
21.354
Inspection of Voting List
21.355
Closing of Share Transfer Records
21.356
Record Date for Written Consent to Action
21.357
Record Date for Purpose of Shareholders' Meeting
21.358
Quorum
21.359
Voting in Election of Directors
21.360
No Cumulative Voting Right Unless Authorized
21.361
Cumulative Voting in Election of Directors
21.362
Cumulative Voting Right in Certain Corporations
21.363
Voting on Matters Other Than Election of Directors
21.364
Vote Required to Approve Fundamental Action
21.365
Changes in Vote Required for Certain Matters
21.366
Number of Votes Per Share
21.367
Voting in Person or by Proxy
21.368
Term of Proxy
21.369
Revocability of Proxy
21.370
Enforceability of Proxy
21.371
Procedures in Bylaws Relating to Proxies
21.372
Shareholder Meeting List
21.401
Management by Board of Directors
21.402
Board Member Eligibility Requirements
21.403
Number of Directors
21.404
Designation of Initial Board of Directors
21.405
Election of Board of Directors
21.406
Special Voting Rights of Directors
21.407
Term of Office
21.408
Special Terms of Office
21.409
Removal of Directors
21.410
Vacancy
21.411
Notice of Meeting
21.412
Waiver of Notice
21.413
Quorum
21.414
Dissent to or Abstention From Action
21.415
Action by Directors
21.416
Committees of Board of Directors
21.417
Election of Officers
21.418
Contracts or Transactions Involving Interested Directors and Officers
21.451
Definitions
21.452
Approval of Merger
21.453
Approval of Conversion
21.454
Approval of Exchange
21.455
Approval of Sale of All or Substantially All of Assets
21.456
General Procedure for Submission to Shareholders of Fundamental Business Transaction
21.457
General Vote Requirement for Approval of Fundamental Business Transaction
21.458
Class Voting Requirements for Certain Fundamental Business Transactions
21.459
No Shareholder Vote Requirement for Certain Fundamental Business Transactions
21.460
Rights of Dissent and Appraisal
21.461
Pledge, Mortgage, Deed of Trust, or Trust Indenture
21.462
Conveyance by Corporation
21.501
Approval of Voluntary Winding Up, Reinstatement, or Revocation of Voluntary Winding up
21.502
Certain Procedures Relating to Winding up
21.503
Meeting of Shareholders
21.504
Responsibility for Winding up
21.551
Definitions
21.552
Standing to Bring Proceeding
21.553
Demand
21.554
Determination by Directors or Independent Persons
21.555
Stay of Proceeding
21.556
Discovery
21.557
Tolling of Statute of Limitations
21.558
Dismissal of Derivative Proceeding
21.559
Allegations After Demand Rejected
21.560
Discontinuance or Settlement
21.561
Payment of Expenses
21.562
Application to Foreign Corporations
21.563
Closely Held Corporation
21.601
Definitions
21.602
Affiliated Shareholder
21.603
Beneficial Owner of Shares or Other Securities
21.604
Business Combination
21.605
Control
21.606
Three-year Moratorium on Certain Business Combinations
21.607
Application of Moratorium
21.608
Effect on Other Actions
21.609
Conflicting Provisions
21.610
Change in Voting Requirements
21.651
Definition
21.652
Establishing Class or Series of Shares
21.653
Required Statement Relating to Shares
21.654
Term of Office of Directors
21.655
Meetings of Shareholders
21.701
Definitions
21.702
Applicability of Subchapter
21.703
Formation of Close Corporation
21.704
Bylaws of Close Corporation
21.705
Adoption of Amendment for Close Corporation Status
21.706
Adoption of Close Corporation Status Through Merger, Exchange, or Conversion
21.707
Existing Close Corporation
21.708
Termination of Close Corporation Status
21.709
Statement Terminating Close Corporation Status
21.710
Effect of Termination of Close Corporation Status
21.711
Shareholders' Meeting to Elect Directors
21.712
Term of Office of Directors
21.713
Management
21.714
Shareholders' Agreement
21.715
Execution of Shareholders' Agreement
21.716
Adoption of Amendment of Shareholders' Agreement
21.717
Delivery of Shareholders' Agreement
21.718
Statement of Operation As Close Corporation
21.719
Validity and Enforceability of Shareholders' Agreement
21.720
Persons Bound by Shareholders' Agreement
21.721
Delivery of Copy of Shareholders' Agreement to Transferee
21.722
Effect of Required Statement on Share Certificate and Delivery of Shareholders' Agreement
21.723
Party Not Bound by Shareholders' Agreement on Cessation
21.724
Termination of Shareholders' Agreement
21.725
Consequences of Management by Persons Other Than Board of Directors
21.726
Shareholders Considered Directors
21.727
Liability of Shareholders
21.728
Mode and Effect of Taking Action by Shareholders and Others
21.729
Limitation of Shareholder's Liability
21.730
Lack of Formalities
21.731
Other Agreements Among Shareholders Permitted
21.732
Close Corporation Share Certificates
21.751
Definitions
21.752
Proceedings Authorized
21.753
Notice
21.754
Proceeding Nonexclusive
21.755
Unavailability of Judicial Proceeding
21.756
Judicial Proceeding to Enforce Close Corporation Provision
21.757
Liquidation
21.758
Appointment of Provisional Director
21.759
Rights and Powers of Provisional Director
21.760
Compensation of Provisional Director
21.761
Appointment of Custodian
21.762
Powers and Duties of Custodian
21.763
Termination of Custodianship
21.801
Shares and Other Securities Are Personal Property
21.802
Penalties for Late Filing of Certain Instruments
21.901
Definitions
21.902
Ratification of Defective Corporate Act and Putative Shares
21.903
Ratification of Defective Corporate Act
21.904
Quorum and Voting Requirements for Adoption of Resolutions
21.905
Shareholder Approval of Ratified Defective Corporate Act Required
21.906
Notice Requirements for Ratified Defective Corporate Act Submitted for Shareholder Approval
21.907
Shareholder Meeting
21.908
Certificate of Validation
21.909
Adoption of Resolutions
21.910
Adoption of Resolutions
21.911
Notice to Shareholders Following Ratification of Defective Corporate Act
21.912
Valid Shares or Putative Shares
21.913
Ratification Procedures or Court Proceedings Concerning Validation Not Exclusive
21.914
Proceeding Regarding Validity of Defective Corporate Acts and Shares
21.915
Exclusive Jurisdiction
21.916
Service
21.917
Statute of Limitations
21.951
Law Applicable to Public Benefit Corporations
21.952
Definitions
21.953
Purpose of Public Benefit Corporation
21.954
Certain Amendments, Mergers, Exchanges, and Conversions
21.955
Stock Certificates
21.956
Duties of Directors
21.957
Periodic Statements
21.958
Derivative Suits
21.959
No Effect on Other Corporations
21.3531
Notice by Electronic Transmission
21.4091
Resignation of Directors