reglab/housing_qa huggingface dataset:
TX Bus Orgs § 21.210 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter E. Shareholder Rights and Restrictions|Section 21.210. Restriction on Transfer of Shares and Other Securities

Sec. 21.210.  RESTRICTION ON TRANSFER OF SHARES AND OTHER SECURITIES.  (a)  A restriction on the transfer or registration of transfer of a security, or on the amount of a corporation's securities that may be owned by a person or group of persons, may be imposed by:(1)  the corporation's certificate of formation;(2)  the corporation's bylaws;(3)  a written agreement among two or more holders of the securities; or(4)  a written agreement among one or more holders of the securities and the corporation if:(A)  the corporation files a copy of the agreement at the principal place of business or registered office of the corporation; and(B)  the copy of the agreement is subject to the same right of examination by a shareholder of the corporation, in person or by agent, attorney, or accountant, as the books and records of the corporation.(b)  A restriction imposed under Subsection (a) is not valid with respect to a security issued before the restriction has been adopted, unless the holder of the security voted in favor of the restriction or is a party to the agreement imposing the restriction.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 48, eff. January 1, 2006.|
TX Bus Orgs § 21.212 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter E. Shareholder Rights and Restrictions|Section 21.212. Bylaw or Agreement Restricting Transfer of Shares or Other Securities

Sec. 21.212.  BYLAW OR AGREEMENT RESTRICTING TRANSFER OF SHARES OR OTHER SECURITIES.  (a)  A corporation that has adopted a bylaw or is a party to an agreement that restricts the transfer of the shares or other securities of the corporation may file with the secretary of state, in accordance with Chapter 4, a copy of the bylaw or agreement and a statement attached to the copy that:(1)  contains the name of the corporation;(2)  states that the attached copy of the bylaw or agreement is a true and correct copy of the bylaw or agreement;  and(3)  states that the filing has been authorized by the board of directors or, in the case of a corporation that is managed in some other manner under a shareholders' agreement, by the person empowered by the agreement to manage the corporation's business and affairs.(b)  After a statement described by Subsection (a) is filed with the secretary of state, the bylaws or agreement restricting the transfer of shares or other securities is a public record, and the fact that the statement has been filed may be stated on a certificate representing the restricted shares or securities if required by Section 3.202.(c)  A corporation that is a party to an agreement restricting the transfer of the shares or other securities of the corporation may make the agreement part of the corporation's certificate of formation without restating the provisions of the agreement in the certificate of formation by amending the certificate of formation.  If the agreement alters any provision of the certificate of formation, the certificate of amendment shall identify the altered provision by reference or description.  If the agreement is an addition to the certificate of formation, the certificate of amendment must state that fact.(d)  The certificate of amendment must:(1)  include a copy of the agreement restricting the transfer of shares or other securities;(2)  state that the attached copy of the agreement is a true and correct copy of the agreement;  and(3)  state that inclusion of the certificate of amendment as part of the certificate of formation has been authorized in the manner required by this code to amend the certificate of formation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.213 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter E. Shareholder Rights and Restrictions|Section 21.213. Enforceability of Restriction on Transfer of Certain Securities

Sec. 21.213.  ENFORCEABILITY OF RESTRICTION ON TRANSFER OF CERTAIN SECURITIES.  (a)  A restriction placed on the transfer or registration of the transfer of a security of a corporation is specifically enforceable against the holder, or a successor or transferee of the holder, if:(1)  the restriction is reasonable and noted conspicuously on the certificate or other instrument representing the security;  or(2)  with respect to an uncertificated security, the restriction is reasonable and a notation of the restriction is contained in the notice sent with respect to the security under Section 3.205.(b)  Unless noted in the manner specified by Subsection (a) with respect to a certificate or other instrument or an uncertificated security, an otherwise enforceable restriction is ineffective against a transferee for value without actual knowledge of the restriction at the time of the transfer or against a subsequent transferee, regardless of whether the transfer is for value.  A restriction is specifically enforceable against a person other than a transferee for value from the time the person acquires actual knowledge of the restriction's existence.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.214 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter E. Shareholder Rights and Restrictions|Section 21.214. Joint Ownership of Shares

Sec. 21.214.  JOINT OWNERSHIP OF SHARES.  (a)  If shares are registered on the books of a corporation in the names of two or more persons as joint owners with the right of survivorship and one of the owners dies, the corporation may record on its books and effect the transfer of the shares to a person, including the surviving joint owner, and pay any distributions made with respect to the shares, as if the surviving joint owner was the absolute owner of the shares.  The recording and distribution authorized by this subsection must be made after the death of a joint owner and before the corporation receives actual written notice that a party other than a surviving joint owner is claiming an interest in the shares or distribution.(b)  The discharge of a corporation from liability under Section 21.216 and the transfer of full legal and equitable title of the shares does not affect, reduce, or limit any cause of action existing in favor of an owner of an interest in the shares or distributions against the surviving owner.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.215 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter E. Shareholder Rights and Restrictions|Section 21.215. Liability for Designating Owner of Shares

Sec. 21.215.  LIABILITY FOR DESIGNATING OWNER OF SHARES.  A corporation or an officer, director, employee, or agent of the corporation may not be held liable for considering the person who is registered as the owner of a share in the share transfer records of the corporation at a particular time to be the owner of the share at that time for a purpose described by Section 21.201, regardless of whether the person possesses a certificate for that share.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.216 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter E. Shareholder Rights and Restrictions|Section 21.216. Liability Regarding Joint Ownership of Shares

Sec. 21.216.  LIABILITY REGARDING JOINT OWNERSHIP OF SHARES.  A corporation that transfers shares or makes a distribution to a surviving joint owner under Section 21.214 before the corporation has received a written claim for the shares or distribution from another person is discharged from liability for the transfer or payment.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.217 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter E. Shareholder Rights and Restrictions|Section 21.217. Liability of Assignee or Transferee

Sec. 21.217.  LIABILITY OF ASSIGNEE OR TRANSFEREE.  An assignee or transferee of certificated shares, uncertificated shares, or a subscription for shares in good faith and without knowledge that full consideration for the shares or subscription has not been paid may not be held personally liable to the corporation or a creditor of the corporation for an unpaid portion of the consideration.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.218 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter E. Shareholder Rights and Restrictions|Section 21.218. Examination of Records

Sec. 21.218.  EXAMINATION OF RECORDS.  (a)  In this section, a holder of a beneficial interest in a voting trust entered into under Section 6.251 is a holder of the shares represented by the beneficial interest.(b)  On written demand stating a proper purpose, a holder of shares of a corporation for at least six months immediately preceding the holder's demand, or a holder of at least five percent of all of the outstanding shares of a corporation, is entitled to examine and copy, at a reasonable time, the corporation's books, records of account, minutes, and share transfer records relating to the stated purpose.  The examination may be conducted in person or through an agent, accountant, or attorney.(c)  This section does not impair the power of a court, on the presentation of proof of proper purpose by a beneficial or record holder of shares, to compel the production for examination by the holder of the books and records of accounts, minutes, and share transfer records of a corporation, regardless of the period during which the holder was a beneficial holder or record holder and regardless of the number of shares held by the person.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 9, eff. September 1, 2017.|
TX Bus Orgs § 21.219 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter E. Shareholder Rights and Restrictions|Section 21.219. Annual and Interim Statements of Corporation

Sec. 21.219.  ANNUAL AND INTERIM STATEMENTS OF CORPORATION.  (a)  On written request of a shareholder of the corporation, a corporation shall mail to the shareholder:(1)  the annual statements of the corporation for the last fiscal year that contain in reasonable detail the corporation's assets and liabilities and the results of the corporation's operations;  and(2)  the most recent interim statements, if any, that have been filed in a public record or other publication.(b)  The corporation shall be allowed a reasonable time to prepare the annual statements.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.220 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter E. Shareholder Rights and Restrictions|Section 21.220. Penalty for Failure to Prepare Voting List

Sec. 21.220.  PENALTY FOR FAILURE TO PREPARE VOTING LIST.  An officer or agent of a corporation who is in charge of the corporation's share transfer records and who does not prepare the list of shareholders, keep the list on file for a 10-day period, or produce and keep the list available for inspection at the annual meeting as required by Sections 21.354 and 21.372 is liable to a shareholder who suffers damages because of the failure for the damage caused by the failure.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 72, eff. September 1, 2007.|
TX Bus Orgs § 21.221 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter E. Shareholder Rights and Restrictions|Section 21.221. Penalty for Failure to Provide Notice of Meeting

Sec. 21.221.  PENALTY FOR FAILURE TO PROVIDE NOTICE OF MEETING.  If an officer or agent of a corporation is unable to comply with the duties prescribed by Sections 21.354 and 21.372 because the officer or agent did not receive notice of a meeting of shareholders within a sufficient time before the date of the meeting, the corporation, rather than the officer or agent, is liable to a shareholder who suffers damages because of the failure for the extent of the damage caused by the failure.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 73, eff. September 1, 2007.|
TX Bus Orgs § 21.222 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter E. Shareholder Rights and Restrictions|Section 21.222. Penalty for Refusal to Permit Examination of Certain Records

Sec. 21.222.  PENALTY FOR REFUSAL TO PERMIT EXAMINATION OF CERTAIN RECORDS.  (a)  A corporation that refuses to allow a person to examine and make copies of account records, minutes, and share transfer records under Section 21.218 is liable to the shareholder for any cost or expense, including attorney's fees, incurred in enforcing the shareholder's rights under Section 21.218.  The liability imposed on a corporation under this subsection is in addition to any other damages or remedy afforded to the shareholder by law.(b)  It is a defense to an action brought under this section that the person suing:(1)  has, within the two years preceding the date the action is brought, sold or offered for sale a list of shareholders or of holders of voting trust certificates for shares of the corporation or any other corporation;(2)  has aided or abetted a person in procuring a list of shareholders or of holders of voting trust certificates for the purpose described by Subdivision (1);(3)  has improperly used information obtained through a prior examination of the books and account records, minutes, or share transfer records of the corporation or any other corporation; or(4)  was not acting in good faith or for a proper purpose in making the person's request for examination.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 25, eff. September 1, 2011.|
TX Bus Orgs § 21.223 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter E. Shareholder Rights and Restrictions|Section 21.223. Limitation of Liability for Obligations

Sec. 21.223.  LIMITATION OF LIABILITY FOR OBLIGATIONS.  (a)  A holder of shares, an owner of any beneficial interest in shares, or a subscriber for shares whose subscription has been accepted, or any affiliate of such a holder, owner, or subscriber or of the corporation, may not be held liable to the corporation or its obligees with respect to:(1)  the shares, other than the obligation to pay to the corporation the full amount of consideration, fixed in compliance with Sections 21.157-21.162, for which the shares were or are to be issued;(2)  any contractual obligation of the corporation or any matter relating to or arising from the obligation on the basis that the holder, beneficial owner, subscriber, or affiliate is or was the alter ego of the corporation or on the basis of actual or constructive fraud, a sham to perpetrate a fraud, or other similar theory; or(3)  any obligation of the corporation on the basis of the failure of the corporation to observe any corporate formality, including the failure to:(A)  comply with this code or the certificate of formation or bylaws of the corporation; or(B)  observe any requirement prescribed by this code or the certificate of formation or bylaws of the corporation for acts to be taken by the corporation or its directors or shareholders.(b)  Subsection (a)(2) does not prevent or limit the liability of a holder, beneficial owner, subscriber, or affiliate if the obligee demonstrates that the holder, beneficial owner, subscriber, or affiliate caused the corporation to be used for the purpose of perpetrating and did perpetrate an actual fraud on the obligee primarily for the direct personal benefit of the holder, beneficial owner, subscriber, or affiliate.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 74, eff. September 1, 2007.|
TX Bus Orgs § 21.224 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter E. Shareholder Rights and Restrictions|Section 21.224. Preemption of Liability

Sec. 21.224.  PREEMPTION OF LIABILITY.  The liability of a holder, beneficial owner, or subscriber of shares of a corporation, or any affiliate of such a holder, owner, or subscriber or of the corporation, for an obligation that is limited by Section 21.223 is exclusive and preempts any other liability imposed for that obligation under common law or otherwise.|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. 34, eff. September 1, 2009.|
TX Bus Orgs § 21.225 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter E. Shareholder Rights and Restrictions|Section 21.225. Exceptions to Limitations

Sec. 21.225.  EXCEPTIONS TO LIMITATIONS.  Section 21.223 or 21.224 does not limit the obligation of a holder, beneficial owner, subscriber, or affiliate to the obligee of the corporation if that person:(1)  expressly assumes, guarantees, or agrees to be personally liable to the obligee for the obligation;  or(2)  is otherwise liable to the obligee for the obligation under this code or other applicable statute.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.226 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter E. Shareholder Rights and Restrictions|Section 21.226. Pledgees and Trust Administrators

Sec. 21.226.  PLEDGEES AND TRUST ADMINISTRATORS.  (a)  A pledgee or other holder of shares as collateral security is not personally liable as a shareholder.(b)  An executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver is not personally liable as a holder of or subscriber to shares of a corporation.(c)  The estate and funds administered by an executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver are liable for the full amount of the consideration for which the shares were or are to be issued.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.251 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter F. Reductions in Stated Capital; Cancellation of Treasury Shares|Section 21.251. Reduction of Stated Capital by Redemption or Purchase of Redeemable Shares

Sec. 21.251.  REDUCTION OF STATED CAPITAL BY REDEMPTION OR PURCHASE OF REDEEMABLE SHARES.  (a)  At the time a corporation redeems or purchases the redeemable shares of the corporation, the redemption or purchase has the effect of:(1)  canceling the shares;  and(2)  restoring the shares to the status of authorized but unissued shares, unless the corporation's certificate of formation provides that shares may not be reissued after the shares are redeemed or purchased by the corporation.(b)  If the corporation is prohibited from reissuing the shares by the certificate of formation following a redemption or purchase under Subsection (a), the number of shares of the class that the corporation is authorized to issue is reduced by the number of shares canceled.(c)  If shares redeemed or purchased by a corporation under Subsection (a) constitute all of the outstanding shares of a particular class of shares and the certificate of formation provides that the shares of the class, when redeemed and repurchased, may not be reissued, the corporation may not issue any additional shares of the class of shares.(d)  Upon the redemption or purchase of redeemable shares under this section, the stated capital of the corporation shall be reduced by that part of the stated capital that was, at the time of the redemption or purchase, represented by those redeemable shares.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.252 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter F. Reductions in Stated Capital; Cancellation of Treasury Shares|Section 21.252. Cancellation of Treasury Shares

Sec. 21.252.  CANCELLATION OF TREASURY SHARES.  (a)  A corporation, by resolution of the board of directors of the corporation, may cancel all or part of the corporation's treasury shares at any time.(b)  Upon the cancellation of treasury shares, the stated capital of the corporation shall be reduced by that part of the stated capital that was, at the time of the cancellation, represented by the canceled shares, and the canceled shares shall be restored to the status of authorized but unissued shares.(c)  This section does not prohibit a cancellation of shares or a reduction of stated capital in any other manner permitted by law.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.253 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter F. Reductions in Stated Capital; Cancellation of Treasury Shares|Section 21.253. Procedures for Reduction of Stated Capital by Board of Directors

Sec. 21.253.  PROCEDURES FOR REDUCTION OF STATED CAPITAL BY BOARD OF DIRECTORS.  (a)  If all or part of the stated capital of a corporation is represented by shares without par value, the stated capital of the corporation may be reduced in the manner provided by this section.(b)  The board of directors shall adopt a resolution that:(1)  states the amount of the proposed reduction of the stated capital and the manner in which the reduction will be effected;  and(2)  directs that the proposed reduction be submitted to a vote of the shareholders at an annual or special meeting.(c)  Each shareholder of record entitled to vote on the reduction of stated capital shall be given written notice stating that the purpose or one of the purposes of the meeting is to consider the matter of reducing the stated capital of the corporation in the amount and manner proposed by the board of directors.  The notice shall be given in the time and manner provided by this code for giving notice of shareholders' meetings.(d)  The affirmative vote of the holders of at least the majority of the shares entitled to vote on the matter is required for approval of the resolution proposing the reduction of stated capital.(e)  Upon the approval of the resolution by the shareholders, the stated capital of the corporation shall be reduced as provided in the resolution.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|