reglab/housing_qa huggingface dataset:
TX Bus Orgs § 21.732 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter O. Close Corporation|Section 21.732. Close Corporation Share Certificates

Sec. 21.732.  CLOSE CORPORATION SHARE CERTIFICATES.  (a)  In addition to a matter required or authorized by law to be stated on a certificate representing shares, each certificate representing shares issued by a close corporation must conspicuously state on the front or back of the certificate:  "These shares are issued by a close corporation as defined by the Texas Business Organizations Code.  Under Chapter 21 of that code, a shareholders' agreement may provide for management of a close corporation by the shareholders or in other ways different from an ordinary corporation.  This may subject the holder of this certificate to certain obligations and liabilities not otherwise imposed on shareholders of an ordinary corporation.  On a sale or transfer of these shares, the transferor is required to deliver to the transferee a complete copy of any shareholders' agreement."(b)  Notwithstanding this chapter and Section 3.202, the status of a corporation as a close corporation is not affected by the failure of a share certificate to contain the statement required by Subsection (a).|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.751 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter P. Judicial Proceedings Relating to Close Corporation|Section 21.751. Definitions

Sec. 21.751.  DEFINITIONS.  In this subchapter:(1)  "Court" means a district court in the county in which the principal office of the close corporation is located.(2)  "Custodian" means a person appointed by a court under Section 21.761.(3)  "Provisional director" means a person appointed by a court under Section 21.758.(4)  "Shareholder" means a record or beneficial owner of shares in a close corporation, including:(A)  a person holding a beneficial interest in the shares under an inter vivos, testamentary, or voting trust; or(B)  the personal representative, as defined by the Estates Code, of a record or beneficial owner.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2017, 85th Leg., R.S., Ch. 324 (S.B. 1488), Sec. 22.001, eff. September 1, 2017.|
TX Bus Orgs § 21.752 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter P. Judicial Proceedings Relating to Close Corporation|Section 21.752. Proceedings Authorized

Sec. 21.752.  PROCEEDINGS AUTHORIZED.  In addition to any other judicial proceeding pertaining to an ordinary corporation provided for by this chapter or other law, a close corporation or shareholder may institute a proceeding in a district court in the county in which the principal office of the close corporation is located to:(1)  enforce a close corporation provision;(2)  appoint a provisional director;  or(3)  appoint a custodian.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.753 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter P. Judicial Proceedings Relating to Close Corporation|Section 21.753. Notice; Intervention

Sec. 21.753.  NOTICE;  INTERVENTION.  (a)  Notice of the institution of a proceeding shall be given to the close corporation, if the corporation is not a plaintiff, and to each shareholder who is not a plaintiff in the manner prescribed by law and consistent with due process of law as directed by the court.(b)  The close corporation or a shareholder of the close corporation may intervene in the proceeding.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.754 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter P. Judicial Proceedings Relating to Close Corporation|Section 21.754. Proceeding Nonexclusive

Sec. 21.754.  PROCEEDING NONEXCLUSIVE.  Except as provided by Section 21.755, the right of a close corporation or a shareholder to institute a proceeding under Section 21.752 is in addition to another right or remedy the plaintiff is entitled to under law.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.755 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter P. Judicial Proceedings Relating to Close Corporation|Section 21.755. Unavailability of Judicial Proceeding

Sec. 21.755.  UNAVAILABILITY OF JUDICIAL PROCEEDING.  (a)  A shareholder may not institute a proceeding before exhausting any nonjudicial remedy contained in a close corporation provision for resolution of an issue that is in dispute unless the shareholder proves that the close corporation, the shareholders as a whole, or the shareholder will suffer irreparable harm before the nonjudicial remedy is exhausted.(b)  A shareholder may not institute a proceeding to seek damages or other monetary relief if the shareholder is entitled to dissent from a proposed action and receive the fair value of the shareholder's shares under this code or a shareholders' agreement.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.756 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter P. Judicial Proceedings Relating to Close Corporation|Section 21.756. Judicial Proceeding to Enforce Close Corporation Provision

Sec. 21.756.  JUDICIAL PROCEEDING TO ENFORCE CLOSE CORPORATION PROVISION.  (a)  In a judicial proceeding under this section, a court shall enforce a close corporation provision without regard to whether there is an adequate remedy at law.(b)  The court may enforce a close corporation provision by injunction, specific performance, or other relief the court determines to be fair and equitable under the circumstances, including:(1)  damages instead of or in addition to specific enforcement;(2)  the appointment of a provisional director or custodian;(3)  the appointment of a receiver for specific assets of the close corporation in accordance with Section 11.403;(4)  the appointment of a receiver to rehabilitate the close corporation in accordance with Section 11.404;(5)  subject to Section 21.757, the liquidation of the assets and business and involuntary termination of the close corporation and appointment of a receiver to effect the liquidation in accordance with Section 11.405;  and(6)  the termination of close corporation status.(c)  The court may not order termination of close corporation status under Subsection (b)(6) unless the court determines that:(1)  any other remedy in law or equity, including appointment of a provisional director, custodian, or other type of receiver, is inadequate;  and(2)  the size, the nature of the business, or the number of shareholders of the close corporation, or their relationship to one another or other similar factors, make it wholly impractical to continue close corporation status.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.757 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter P. Judicial Proceedings Relating to Close Corporation|Section 21.757. Liquidation; Involuntary Winding Up and Termination; Receivership

Sec. 21.757.  LIQUIDATION;  INVOLUNTARY WINDING UP AND TERMINATION;  RECEIVERSHIP.  Except as provided by Section 21.756, in a case in which a shareholder is entitled to wind up and terminate a close corporation under a shareholders' agreement, a court may not order liquidation, involuntary termination, or receivership under that section unless the court determines that any other remedy in law or equity, including appointment of a provisional director, custodian, or other type of receiver, is inadequate.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.758 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter P. Judicial Proceedings Relating to Close Corporation|Section 21.758. Appointment of Provisional Director

Sec. 21.758.  APPOINTMENT OF PROVISIONAL DIRECTOR.  (a)  In a judicial proceeding under this section, a court shall appoint a provisional director for a close corporation on presentation of proof that the directors or the persons empowered to manage the business and affairs of the close corporation under a shareholders' agreement are so divided with respect to the management of the business and affairs of the close corporation that the required votes or consent to take action on behalf of the close corporation cannot be obtained, resulting in the business and affairs being conducted in a manner that is not to the general advantage of the shareholders.(b)  The provisional director must be an impartial person who is not a shareholder, a party to a shareholders' agreement, a person empowered to manage the close corporation under a shareholders' agreement, or a creditor of the close corporation or of a subsidiary or affiliate of the close corporation.  The court shall determine any further qualifications.(c)  A provisional director shall serve until removed by court order or by a vote of the majority of the directors or the holders of the majority of the shares with voting power, or by a vote of a different number, not fewer than the majority, of shareholders or directors if a close corporation provision requires the concurrence of a larger or different majority for action by the directors or shareholders.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.759 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter P. Judicial Proceedings Relating to Close Corporation|Section 21.759. Rights and Powers of Provisional Director

Sec. 21.759.  RIGHTS AND POWERS OF PROVISIONAL DIRECTOR.  A provisional director has all the rights and powers of an elected director of the close corporation, or the rights of vote or consent of a shareholder and other rights and powers of shareholders or other persons who have been empowered to manage the business and affairs of the close corporation under a shareholders' agreement with the voting power provided by court order, including the right to notice of, and to vote at, meetings of directors or shareholders.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.760 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter P. Judicial Proceedings Relating to Close Corporation|Section 21.760. Compensation of Provisional Director

Sec. 21.760.  COMPENSATION OF PROVISIONAL DIRECTOR.  (a)  The compensation of a provisional director shall be determined by an agreement between the provisional director and the close corporation, subject to court approval.(b)  The court may set the compensation in the absence of an agreement or in the event of a disagreement between the provisional director and the close corporation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.761 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter P. Judicial Proceedings Relating to Close Corporation|Section 21.761. Appointment of Custodian

Sec. 21.761.  APPOINTMENT OF CUSTODIAN.  (a)  In a judicial proceeding under this section, a court shall appoint a custodian for a close corporation on presentation of proof that:(1)  at a meeting held for the election of directors, the shareholders are so divided that the shareholders have failed to elect successors to directors whose terms have expired or would have expired on qualification of a successor;(2)  the business of the close corporation is suffering or is threatened with irreparable injury because the directors, or the shareholders or the persons empowered to manage the business and affairs of the close corporation under a shareholders' agreement, are so divided with respect to the management of the business and affairs of the close corporation that the required vote or consent to take action on behalf of the close corporation cannot be obtained and a remedy with respect to the deadlock in a close corporation provision has failed;  or(3)  the plaintiff or intervenor has the right to wind up and terminate the close corporation under a shareholders' agreement as provided by Section 21.714.(b)  To be eligible to serve as a custodian, a person must comply with all the qualifications required to serve as a receiver under Section 11.406.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.762 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter P. Judicial Proceedings Relating to Close Corporation|Section 21.762. Powers and Duties of Custodian

Sec. 21.762.  POWERS AND DUTIES OF CUSTODIAN.  A person who qualifies as a custodian has all of the powers and duties and the title of a receiver appointed under Sections 11.404-11.406.  The custodian shall continue the business of the close corporation and may not liquidate the affairs or distribute the assets of the close corporation, except as provided by court order or Section 21.761(a)(3).|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.763 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter P. Judicial Proceedings Relating to Close Corporation|Section 21.763. Termination of Custodianship

Sec. 21.763.  TERMINATION OF CUSTODIANSHIP.  If the condition requiring the appointment of a custodian is remedied other than by liquidation or winding up and termination, the court shall terminate the custodianship immediately and management of the close corporation shall be restored to the directors or shareholders of the close corporation or to the persons empowered to manage the business and affairs of the close corporation under a shareholders' agreement.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.801 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter Q. Miscellaneous Provisions|Section 21.801. Shares and Other Securities Are Personal Property

Sec. 21.801.  SHARES AND OTHER SECURITIES ARE PERSONAL PROPERTY.  Except as otherwise provided by this code, the shares and other securities of a corporation are personal property.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.802 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter Q. Miscellaneous Provisions|Section 21.802. Penalties for Late Filing of Certain Instruments

Sec. 21.802.  PENALTIES FOR LATE FILING OF CERTAIN INSTRUMENTS.  (a)  A person required under Title 1 or this title to file a change of registered office or agent, a certificate of voluntary withdrawal, or a certificate of termination for a corporation commits an offense if the person does not file the required filing with the secretary of state before the earlier of:(1)  the 30th day after the date of the change, withdrawal, or termination;  or(2)  the date the filing is otherwise required by law.(b)  A person who violates Subsection (a) is liable to the state for a civil penalty in an amount not to exceed $2,500 for each violation.  In determining the amount of a penalty under this subsection, the court shall consider all the circumstances giving rise to the offense.  The attorney general or the prosecuting attorney in the county in which the violation occurs may bring suit to recover the civil penalty imposed under this section.(c)  The attorney general may bring an action in the name of the state to restrain or enjoin a person from violating this section.(d)  In an action or proceeding brought against a person who has not complied with this section, the plaintiff or other party bringing the suit or proceeding may recover, at the court's discretion, reasonable costs and attorney's fees incurred by locating and effecting service of process on the person.  Any damages recovered must be in conjunction with a pending action or proceeding and shall be awarded as costs under the Texas Rules of Civil Procedure.  This section does not create a private independent cause of action for failure to comply with this section.(e)  A person who is entitled to recover damages under Subsection (d) may request from the attorney general nonconfidential information on the other person for the purpose of effecting service of process.  The attorney general shall comply with a request made under this subsection to the extent practicable.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.902 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter R. Ratification of Defective Corporate Acts or Shares; Proceedings|Section 21.902. Ratification of Defective Corporate Act and Putative Shares

Sec. 21.902.  RATIFICATION OF DEFECTIVE CORPORATE ACT AND PUTATIVE SHARES.  Subject to Section 21.909 or 21.910, a defective corporate act or putative shares are not void or voidable solely as a result of a failure of authorization if the act or shares are:(1)  ratified in accordance with this subchapter; or(2)  validated by the district court in a proceeding brought under Section 21.914.|Added by Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 30, eff. September 1, 2015.|
TX Bus Orgs § 21.903 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter R. Ratification of Defective Corporate Acts or Shares; Proceedings|Section 21.903. Ratification of Defective Corporate Act; Adoption of Resolutions

Sec. 21.903.  RATIFICATION OF DEFECTIVE CORPORATE ACT; ADOPTION OF RESOLUTIONS.  (a)  To ratify one or more defective corporate acts, the board of directors of the corporation shall adopt resolutions stating:(1)  the defective corporate act or acts to be ratified;(2)  the date of each defective corporate act;(3)  if the defective corporate act or acts involved the issuance of putative shares, the number and type of putative shares issued and the date or dates on which the putative shares were purportedly issued;(4)  the nature of the failure of authorization with respect to each defective corporate act to be ratified; and(5)  that the board of directors approves the ratification of the defective corporate act or acts.(b)  A resolution may also state that, notwithstanding shareholder approval of the ratification of a defective corporate act that is a subject of the resolution, the board of directors may, with respect to the defective corporate act, abandon the ratification of the defective corporate act at any time before the validation effective time without further shareholder action.|Added by Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 30, eff. September 1, 2015.Amended by: Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 16, eff. September 1, 2017.|
TX Bus Orgs § 21.904 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter R. Ratification of Defective Corporate Acts or Shares; Proceedings|Section 21.904. Quorum and Voting Requirements for Adoption of Resolutions

Sec. 21.904.  QUORUM AND VOTING REQUIREMENTS FOR ADOPTION OF RESOLUTIONS.  (a)  The quorum and voting requirements applicable to the adoption of the resolutions to ratify a defective corporate act under Section 21.903 are the same as the quorum and voting requirements applicable at the time of the adoption of the resolutions for the type of defective corporate act proposed to be ratified.(b)  Notwithstanding Subsection (a) and except as provided by Subsection (c), if in order for a quorum to be present or to approve the defective corporate act, the presence or approval of a larger number or portion of directors or of specified directors would have been required by the governing documents of the corporation, any plan or agreement to which the corporation was a party, or any provision of the corporate statute, each as in effect at the time of the defective corporate act, then the presence or approval of the larger number or portion of such directors or of such specified directors must be required for a quorum to be present or to adopt the resolutions to ratify the defective corporate act, as applicable.(c)  The presence or approval of any director elected, appointed, or nominated by holders of any class or series of which no shares are then outstanding, or by any person that is no longer a shareholder, shall not be required for a quorum to be present or to adopt the resolutions.|Added by Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 30, eff. September 1, 2015.Amended by: Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 17, eff. September 1, 2017.|
TX Bus Orgs § 21.905 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter R. Ratification of Defective Corporate Acts or Shares; Proceedings|Section 21.905. Shareholder Approval of Ratified Defective Corporate Act Required; Exception

Sec. 21.905.  SHAREHOLDER APPROVAL OF RATIFIED DEFECTIVE CORPORATE ACT REQUIRED; EXCEPTION.  Each defective corporate act ratified under Section 21.903 must be submitted to shareholders for approval as provided by Sections 21.906 and 21.907, unless:(1)(A)  no other provision of the corporate statute, no provision of the corporation's governing documents, and no provision of any plan or agreement to which the corporation is a party would have required shareholder approval of:(i)  the defective corporate act to be ratified at the time of that defective corporate act; or(ii)  the type of defective corporate act to be ratified at the time the board of directors adopts the resolutions ratifying that defective corporate act under Section 21.903; and(B)  the defective corporate act to be ratified did not result from a failure to comply with Subchapter M; or(2)  as of the record date for determining the shareholders entitled to vote on the ratification of the defective corporate act, there are no valid shares outstanding and entitled to vote on the ratification, regardless of whether as of that record date there exist any putative shares.|Added by Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 30, eff. September 1, 2015.Amended by: Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 18, eff. September 1, 2017.Acts 2019, 86th Leg., R.S., Ch. 665 (S.B. 1971), Sec. 11, eff. September 1, 2019.|