reglab/housing_qa huggingface dataset:
TX Bus Orgs § 21.105 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter C. Shareholders' Agreements|Section 21.105. Right of Rescission; Knowledge of Purchaser of Shares

Sec. 21.105.  RIGHT OF RESCISSION;  KNOWLEDGE OF PURCHASER OF SHARES.  (a)  A purchaser of shares who does not have knowledge at the time of purchase of the existence of a shareholders' agreement authorized by this subchapter is entitled to rescind the purchase.(b)  A purchaser is considered to have knowledge of the existence of the shareholders' agreement for purposes of this section if:(1)  the existence of the agreement is noted on the certificate or information statement for the shares as required by Section 21.103;  and(2)  with respect to shares that are not represented by a certificate, the information statement noting existence of the agreement is delivered to the purchaser not later than the time the shares are purchased.(c)  An action to enforce the right of rescission authorized by this section must be commenced not later than the earlier of:(1)  the 90th day after the date the existence of the shareholder agreement is discovered;  or(2)  the second anniversary of the purchase date of the shares.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.106 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter C. Shareholders' Agreements|Section 21.106. Agreement Limiting Authority of and Supplanting Board of Directors; Liability

Sec. 21.106.  AGREEMENT LIMITING AUTHORITY OF AND SUPPLANTING BOARD OF DIRECTORS;  LIABILITY.  (a)  A shareholders' agreement authorized by this subchapter that limits the discretion or powers of the board of directors or supplants the board of directors relieves the directors of, and imposes on a person in whom the discretion or powers of the board of directors or the management of the business and affairs of the corporation is vested, liability for an act or omission of the person in accordance with Subsection (b).(b)  A person on whom liability for an act or omission is imposed under this section is liable in the same manner and to the same extent as a director on whom liability for an act or omission is imposed by this code or other law.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.107 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter C. Shareholders' Agreements|Section 21.107. Liability of Shareholder

Sec. 21.107.  LIABILITY OF SHAREHOLDER.  The existence of or a performance under a shareholders' agreement authorized by this subchapter is not a ground for imposing personal liability on a shareholder for an act or obligation of the corporation by disregarding the separate existence of the corporation or otherwise, even if the agreement or a performance under the agreement:(1)  treats the corporation as if the corporation were a partnership or in a manner that otherwise is appropriate only among partners;(2)  results in the corporation being considered a partnership for purposes of taxation;  or(3)  results in failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.108 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter C. Shareholders' Agreements|Section 21.108. Persons Acting in Place of Shareholders

Sec. 21.108.  PERSONS ACTING IN PLACE OF SHAREHOLDERS.  An organizer or a subscriber for shares may act as a shareholder with respect to a shareholders' agreement authorized by this subchapter if no shares have been issued when the agreement is signed.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.109 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter C. Shareholders' Agreements|Section 21.109. Agreement Not Effective

Sec. 21.109.  AGREEMENT NOT EFFECTIVE.(a)  A shareholders' agreement authorized by this subchapter ceases to be effective when shares of the corporation are:(1)  listed on a national securities exchange; or(2)   regularly traded in a market maintained by one or more members of a national or affiliated securities association.(b)  If a corporation does not have a board of directors and an agreement of the shareholders of the corporation entered into under this subchapter ceases to be effective, a board of directors shall be instituted or reinstated to govern the corporation in the manner provided by Section 21.710(c).(c)  If a shareholders' agreement that ceases to be effective is contained in or referred to by the certificate of formation or bylaws of a corporation, the board of directors of the corporation may adopt an amendment to the certificate of formation or bylaws, without shareholder action, to delete the agreement and any references to the agreement.|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. 21, eff. September 1, 2011.|
TX Bus Orgs § 21.110 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter C. Shareholders' Agreements|Section 21.110. Other Shareholder Agreements Permitted

Sec. 21.110.  OTHER SHAREHOLDER AGREEMENTS PERMITTED.  This subchapter does not prohibit or impair any agreement between two or more shareholders, or between the corporation and one or more of the corporation's shareholders, permitted by Title 1, this chapter, or other law.|Added by Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 22, eff. September 1, 2011.|
TX Bus Orgs § 21.151 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter D. Shares, Options, and Convertible Securities|Section 21.151. Number of Authorized Shares

Sec. 21.151.  NUMBER OF AUTHORIZED SHARES.  A corporation may issue the number of authorized shares stated in the corporation's certificate of formation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.152 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter D. Shares, Options, and Convertible Securities|Section 21.152. Classes and Series of Shares

Sec. 21.152.  CLASSES AND SERIES OF SHARES.  (a)  A corporation's certificate of formation may divide the corporation's authorized shares into one or more classes and may divide one or more classes into one or more series.  If more than one class or series of shares is authorized, the certificate of formation must designate each class and series of authorized shares to distinguish that class and series from any other class or series.(b)  Shares of the same class must be of the same par value or be without par value, as stated in the certificate of formation.(c)  Shares of the same class must be identical in all respects unless the shares have been divided into one or more series.  If the shares of a class have been divided into one or more series, the shares may vary between series, but all shares of the same series must be identical in all respects.(d)  A corporation's certificate of formation must authorize:(1)  one or more classes or series of shares that together have unlimited voting rights; and(2)  one or more classes or series of shares, which may be the same class or series of shares as those with voting rights, that together are entitled to receive the net assets of the corporation on winding up and termination.|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. 27, eff. September 1, 2009.|
TX Bus Orgs § 21.153 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter D. Shares, Options, and Convertible Securities|Section 21.153. Designations, Preferences, Limitations, and Rights of a Class or Series

Sec. 21.153.  DESIGNATIONS, PREFERENCES, LIMITATIONS, AND RIGHTS OF A CLASS OR SERIES.  (a)  If more than one class or series of shares is authorized under Section 21.152(d), the certificate of formation must state the designations, preferences, limitations, and relative rights, including voting rights, of each class or series.(b)  The certificate of formation may limit or deny the voting rights of, or provide special voting rights for, the shares of a class or series or the shares of a class or series held by a person or class of persons to the extent the limitation, denial, or provision is not inconsistent with this code.(c)  A designation, preference, limitation, or relative right, including a voting right, of a class or series of shares of a corporation may be made dependent on facts not contained in the certificate of formation, including future acts of the corporation, if the manner in which those facts will operate on the designation, preference, limitation, or right is clearly and expressly stated in the certificate of formation.|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. 28, eff. September 1, 2009.|
TX Bus Orgs § 21.154 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter D. Shares, Options, and Convertible Securities|Section 21.154. Certain Optional Characteristics of Shares

Sec. 21.154.  CERTAIN OPTIONAL CHARACTERISTICS OF SHARES.  (a)  Subject to Sections 21.152 and 21.153, if authorized by the corporation's certificate of formation, a corporation may issue shares that:(1)  are redeemable, at the option of the corporation, shareholder, or other person or on the occurrence of a designated event, subject to Sections 21.303 and 21.304;(2)  entitle the holders of the shares to cumulative, noncumulative, or partially cumulative distributions;(3)  have preferences over any or all other classes or series of shares with respect to payment of distributions;(4)  have preferences over any or all other classes or series of shares with respect to the assets of the corporation on the voluntary or involuntary winding up and termination of the corporation;(5)  are exchangeable, at the option of the corporation, shareholder, or other person or on the occurrence of a designated event, for shares, obligations, indebtedness, evidence of ownership, rights to purchase securities of the corporation or one or more other entities, or other property or for a combination of those rights, assets, or obligations, subject to Section 21.303; and(6)  are convertible into shares of any other class or series, at the option of the corporation, shareholder, or other person or on the occurrence of a designated event.(b)  Shares without par value may not be converted into shares with par value unless:(1)  at the time of conversion, the part of the corporation's stated capital represented by the shares without par value is at least equal to the aggregate par value of the shares to be converted;  or(2)  the amount of any deficiency computed under Subdivision (1) is transferred from surplus to stated capital.|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. 29, eff. September 1, 2009.|
TX Bus Orgs § 21.156 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter D. Shares, Options, and Convertible Securities|Section 21.156. Actions With Respect to Series of Shares

Sec. 21.156.  ACTIONS WITH RESPECT TO SERIES OF SHARES.  (a)  To effect an action authorized under Section 21.155, the corporation must file with the secretary of state a statement that contains:(1)  the name of the corporation;(2)  if the statement relates to the establishment of a series of shares, a copy of the resolution establishing and designating the series and setting and determining the designations, preferences, limitations, and relative rights of the series;(3)  if the statement relates to an increase or decrease in the number of shares of a series, a copy of the resolution setting and determining the new number of shares of each series in which the number of shares is increased or decreased;(4)  if the statement relates to the deletion of a series of shares and all references to the series from the certificate of formation, a copy of the resolution deleting the series and all references to the series from the certificate of formation;(5)  if the statement relates to the amendment of designations, preferences, limitations, or relative rights of shares of a series that was previously established by resolution of the board of directors, a copy of the resolution in which the amendment is specified;(6)  the date of the adoption of the resolution;  and(7)  a statement that the resolution was adopted by all necessary action on the part of the corporation.(b)  On the filing of a statement described by Subsection (a), the following resolutions will become an amendment of the certificate of formation, as appropriate:(1)  the resolution establishing and designating the series and setting and determining the designations, preferences, limitations, and relative rights of the series;(2)  the resolution setting the new number of shares of each series in which the number of shares is increased or decreased;(3)  the resolution deleting a series and all references to the series from the certificate of formation;  or(4)  the resolution amending the designations, preferences, limitations, and relative rights of a series.(c)  An amendment of the certificate of formation under this section is not subject to the procedure to amend the certificate of formation contained in Subchapter B.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.157 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter D. Shares, Options, and Convertible Securities|Section 21.157. Issuance of Shares

Sec. 21.157.  ISSUANCE OF SHARES.  (a)  Except as provided by Section 21.158, a corporation may issue shares for consideration if authorized by the board of directors of the corporation.(b)  Shares may not be issued until the consideration, determined in accordance with this subchapter, has been paid or delivered as required in connection with the authorization of the shares.  When the consideration is paid or delivered:(1)  the shares are considered to be issued;(2)  the subscriber or other person entitled to receive the shares is a shareholder with respect to the shares;  and(3)  the shares are considered fully paid and nonassessable.(c)  This subsection applies only to shares issued in accordance with Subsections (a) and (b) and Sections 21.160 and 21.161 for consideration consisting, wholly or partly, of a contract for future services or benefits or a promissory note.  A corporation may place the shares, although fully paid and nonassessable, in escrow, or make other arrangements to restrict the transfer of the shares, and may credit distributions made with respect to the shares against their purchase price, until the services are performed, the note is paid, or the benefits are received.  If the services are not performed, the note is not paid, or the benefits are not received, the corporation may pursue remedies provided or afforded under law or in the contract or note, including causing the shares that are placed in escrow or restricted to be forfeited or returned to or reacquired by the corporation and the distributions that have been credited to be wholly or partly returned to the corporation.(d)  The authorization by the board of directors for the issuance of shares may provide that any shares to be issued under the authorization may be issued:(1)  in one or more transactions in the numbers and at the times as stated in or determined by the authorization; or(2)  in the manner stated in the authorization, which may include a determination or action by any person or persons, including the corporation, if the authorization states:(A)  the maximum number of shares that may be issued under the authorization;(B)  the period during which the shares may be issued; and(C)  the minimum amount of consideration for which the shares may be issued.|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. 30, eff. September 1, 2009.Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 6, eff. September 1, 2017.|
TX Bus Orgs § 21.158 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter D. Shares, Options, and Convertible Securities|Section 21.158. Issuance of Shares Under Plan of Merger or Conversion

Sec. 21.158.  ISSUANCE OF SHARES UNDER PLAN OF MERGER OR CONVERSION.  (a)  A converted corporation under a plan of conversion or a corporation created by a plan of merger may issue shares for consideration if authorized by the plan of conversion or plan of merger, as appropriate.(b)  A corporation may issue shares in the manner provided by and for consideration specified under a plan of merger or plan of conversion.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.159 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter D. Shares, Options, and Convertible Securities|Section 21.159. Types of Consideration for Shares

Sec. 21.159.  TYPES OF CONSIDERATION FOR SHARES.  Shares with or without par value may be issued for the following types of consideration:(1)  a tangible or intangible benefit to the corporation;(2)  cash;(3)  a promissory note;(4)  services performed or a contract for services to be performed;(5)  a security of the corporation or any other organization;  and(6)  any other property of any kind or nature.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.160 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter D. Shares, Options, and Convertible Securities|Section 21.160. Determination of Consideration for Shares

Sec. 21.160.  DETERMINATION OF CONSIDERATION FOR SHARES.  (a)  Subject to Subsection (b), consideration to be received for shares must be determined:(1)  by the board of directors;(2)  by a plan of conversion, if the shares are to be issued by a converted corporation under the plan;  or(3)  by a plan of merger, if the shares are to be issued under the plan by a corporation created under the plan.(b)  If the corporation's certificate of formation reserves to the shareholders the right to determine the consideration to be received for shares without par value, the shareholders shall determine the consideration for those shares before the shares are issued.  The board of directors may not determine the consideration for shares under this subsection.(c)  A corporation may dispose of treasury shares for consideration that may be determined by the board of directors.(d)  The amount of the consideration to be received for shares may be determined in accordance with Subsection (a) by the approval of a minimum amount of consideration or a formula to determine that amount.  The formula may include or be made dependent on facts ascertainable outside the formula, if the manner in which those facts operate on the formula is clearly or expressly set forth in the formula or in the authorization approving the formula.|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. 24, eff. September 1, 2015.Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 7, eff. September 1, 2017.|
TX Bus Orgs § 21.161 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter D. Shares, Options, and Convertible Securities|Section 21.161. Amount of Consideration for Issuance of Certain Shares

Sec. 21.161.  AMOUNT OF CONSIDERATION FOR ISSUANCE OF CERTAIN SHARES.  (a)  Consideration to be received by a corporation for the issuance of shares with par value may not be less than the par value of the shares.(b)  The part of the surplus of a corporation that is transferred to stated capital on the issuance of shares as a share distribution is considered to be the consideration for the issuance of those shares.(c)  The consideration received by a corporation for the issuance of shares on the conversion or exchange of its indebtedness or shares is:(1)  the principal of, and accrued interest on, the indebtedness exchanged or converted, or the stated capital on the issuance of the shares;(2)  the part of surplus, if any, transferred to stated capital on the issuance of the shares;  and(3)  any additional consideration paid to the corporation on the issuance of the shares.(d)  The consideration received by a corporation for the issuance of shares on the exercise of rights or options is:(1)  any consideration received by the corporation for the rights or options;  and(2)  any consideration received by the corporation for the issuance of shares on the exercise of the rights or options.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.162 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter D. Shares, Options, and Convertible Securities|Section 21.162. Value and Sufficiency of Consideration

Sec. 21.162.  VALUE AND SUFFICIENCY OF CONSIDERATION.  In the absence of fraud in the transaction, the judgment of the board of directors, the shareholders, or the party approving the plan of conversion or the plan of merger, as appropriate, is conclusive in determining the value and sufficiency of the consideration received for the shares.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.163 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter D. Shares, Options, and Convertible Securities|Section 21.163. Issuance and Disposition of Fractional Shares or Scrip

Sec. 21.163.  ISSUANCE AND DISPOSITION OF FRACTIONAL SHARES OR SCRIP.  (a)  A corporation may:(1)  issue fractions of a share, either certificated or uncertificated;(2)  arrange for the disposition of fractional interests by persons entitled to the interests;(3)  pay cash for the fair value of fractions of a share determined when the shareholders entitled to receive the fractions are determined; or(4)  subject to Subsection (b), issue scrip in registered form that entitles the holder to receive a certificate for a full share or an uncertificated full share on the surrender of the scrip aggregating a full share.(b)  The board of directors may issue scrip:(1)  on the condition that the scrip will become void if not exchanged for certificated or uncertificated full shares before a specified date;(2)  on the condition that the shares for which the scrip is exchangeable may be sold by the corporation and the proceeds from the sale of the shares may be distributed to the holders of scrip;  or(3)  subject to any other condition the board of directors may determine advisable.|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. 31, eff. September 1, 2009.|