Tex.
Bus. Orgs. Code Section 21.714
Shareholders’ Agreement
(a)
The shareholders of a close corporation may enter into one or more shareholders’ agreements.(b)
The business and affairs of a close corporation or the relationships among the shareholders that may be regulated by a shareholders’ agreement include:(1)
the management of the business and affairs of the close corporation by its shareholders, with or without a board of directors;(2)
the management of the business and affairs of the close corporation wholly or partly by one or more of its shareholders or other persons;(3)
buy-sell, first option, first refusal, or similar arrangements with respect to the close corporation’s shares or other securities, and restrictions on the transfer of the shares or other securities, including more restrictions than those permitted by Section 21.211 (Valid Restrictions on Transfer);(4)
the declaration and payment of dividends or other distributions in amounts authorized by Subchapter G, regardless of whether the distribution is in proportion to ownership of shares;(5)
the manner in which profits or losses shall be apportioned;(6)
restrictions placed on the rights of a transferee or assignee of shares to participate in the management or administration of the close corporation’s business and affairs during the term of the shareholders’ agreement;(7)
the right of one or more shareholders to cause the winding up and termination of the close corporation at will or on the occurrence of a specified event or contingency, in which case the winding up and termination of the close corporation shall proceed as if all of the shareholders of the close corporation had consented in writing to winding up and termination as provided by Chapter 11 (Winding up and Termination of Domestic Entity);(8)
the exercise or division of voting power either in general or with regard to specified matters by or among the shareholders of the close corporation or other persons, including:(A)
voting agreements and voting trusts that do not conform with Section 6.251 (Voting Trusts) or 6.252 (Voting Agreements);(B)
requiring the vote or consent of the holders of a larger or smaller number of shares than is otherwise required by this chapter or other law, including an action for termination of close corporation status;(C)
granting one or some other specified number of votes for each shareholder; and(D)
permitting an action for which this chapter requires approval by the vote of the board of directors or the shareholders of an ordinary corporation, or both, to be taken without a vote, in the manner provided by the shareholders’ agreement;(9)
the terms and conditions of employment of a shareholder, director, officer, or other employee of the close corporation, regardless of the length of the period of employment;(10)
the individuals who will serve as directors, if any, and officers of the close corporation;(11)
the arbitration or mediation of issues about which the shareholders may become deadlocked in voting or about which the directors or those empowered to manage the close corporation may become deadlocked and the shareholders are unable to break the deadlock;(12)
the termination of close corporation status, including a right of dissent or other rights that may be granted to shareholders who object to the termination;(13)
qualifications of persons who are or are not entitled to be shareholders of the close corporation;(14)
amendments to or termination of the shareholders’ agreement; and(15)
any provision required or permitted to be contained in the bylaws by this chapter.
Source:
Section 21.714 — Shareholders' Agreement, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.21.htm#21.714 (accessed Jun. 5, 2024).
