reglab/housing_qa huggingface dataset:
TX Bus Orgs § 21.164 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter D. Shares, Options, and Convertible Securities|Section 21.164. Rights of Holders of Fractional Shares or Scrip

Sec. 21.164.  RIGHTS OF HOLDERS OF FRACTIONAL SHARES OR SCRIP.  (a)  A holder of a certificated or uncertificated fractional share is entitled to exercise voting rights, receive distributions, and make a claim with respect to the assets of the corporation in the event of winding up and termination.(b)  A holder of a certificate for scrip is not entitled to exercise voting rights, receive distributions, or make a claim with respect to the assets of the corporation in the event of winding up and termination unless the scrip provides for those rights.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.165 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter D. Shares, Options, and Convertible Securities|Section 21.165. Subscriptions

Sec. 21.165.  SUBSCRIPTIONS.  (a)  A corporation may accept a subscription by notifying the subscriber in writing.(b)  A subscription to purchase shares in a corporation in the process of being formed is irrevocable for six months if the subscription is in writing and signed by the subscriber, unless the subscription provides for a longer or shorter period or all of the other subscribers agree to the revocation of the subscription.(c)  A written subscription entered into after the corporation is formed is a contract between the subscriber and the corporation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.166 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter D. Shares, Options, and Convertible Securities|Section 21.166. Preformation Subscription

Sec. 21.166.  PREFORMATION SUBSCRIPTION.  (a)  The corporation may determine the payment terms of a preformation subscription unless the payment terms are specified by the subscription.  The payment terms may authorize payment in full on acceptance or by installments.(b)  Unless the subscription provides otherwise, a corporation shall make calls placed to all subscribers of similar interests for payment on preformation subscriptions uniform as far as practicable.(c)  After the corporation is formed, if a subscriber fails to pay any installment or call when due, a corporation may:(1)  collect in the same manner as any other debt the amount due on any unpaid preformation subscription;  or(2)  forfeit the subscription if the installment or call remains unpaid for 20 days after written notice to the subscriber.(d)  Although the forfeiture of a subscription terminates all the rights and obligations of the subscriber, the corporation may retain any amount previously paid on the subscription.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.167 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter D. Shares, Options, and Convertible Securities|Section 21.167. Commitment to Purchase Shares

Sec. 21.167.  COMMITMENT TO PURCHASE SHARES.  (a)  A person who contemplates the acquisition of shares in a corporation may commit to act in a specified manner with respect to the shares after the acquisition, including the voting of the shares or the retention or disposition of the shares.  To be binding, the commitment must be in writing and be signed by the person acquiring the shares.(b)  A written commitment entered into under Subsection (a) is a contract between the shareholder and the corporation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.168 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter D. Shares, Options, and Convertible Securities|Section 21.168. Stock Rights, Options, and Convertible Indebtedness

Sec. 21.168.  STOCK RIGHTS, OPTIONS, AND CONVERTIBLE INDEBTEDNESS.  (a)  Except as provided by the corporation's certificate of formation and regardless of whether done in connection with the issuance and sale of any other share or security of the corporation, a corporation may create and issue:(1)  rights or options that entitle the holders to purchase or receive from the corporation shares of any class or series or other securities;  and(2)  indebtedness convertible into shares of any class or series of the corporation or other securities of the corporation.(b)  A right, option, or indebtedness described by this section shall be evidenced in the manner approved by the board of directors.(c)  Subject to the certificate of formation, a right or option described by this section must state the terms on which, the time within which, and any consideration, including a formula by which the consideration may be determined, for which the shares may be purchased or received from the corporation on the exercise of the right or option.  A formula by which the consideration may be determined 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.(d)  Subject to the certificate of formation, convertible indebtedness described by this section must state the terms and conditions on which, the time within which, and the conversion ratio at which the indebtedness may be converted into shares.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 45, eff. January 1, 2006.Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 8, eff. September 1, 2017.|
TX Bus Orgs § 21.169 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter D. Shares, Options, and Convertible Securities|Section 21.169. Terms and Conditions of Rights and Options

Sec. 21.169.  TERMS AND CONDITIONS OF RIGHTS AND OPTIONS.  (a)  The terms and conditions of rights or options may include restrictions or conditions that:(1)  prohibit or limit the exercise, transfer, or receipt of the rights or options by certain persons or classes of persons, including:(A)  a person who beneficially owns or offers to acquire a specified number or percentage of the outstanding common shares, voting power, or other securities of the corporation;  or(B)  a transferee of a person described by Paragraph (A);  or(2)  invalidate or void the rights or options held by a person or transferee described by Subdivision (1).(b)  Rights or options created or issued before the effective date of this code that comply with this section and are not in conflict with other provisions of this code are ratified.(c)  Unless otherwise provided under the terms of rights or options or the agreement or plan under which the rights or options are issued, the authority to grant, amend, redeem, extend, or replace the rights or options on behalf of a corporation is vested exclusively in the board of directors of the corporation.  A bylaw may not require the board to grant, amend, redeem, extend, or replace the rights or options.(d)  The terms of rights or options or the agreement or plan under which the rights or options are issued may provide that the board of directors by resolution may authorize one or more officers of the corporation to:(1)  designate officers and employees of the corporation or of any subsidiary of the corporation to receive rights or options created by the corporation; or(2)  determine the number of rights or options to be received under Subdivision (1).(e)  A resolution adopted under Subsection (d)(1) must specify the total number of rights or options the authorized officer or officers may award.  An officer may not be designated as a recipient of any rights or options that the officer is authorized to award under Subsection (d)(1).|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 46, eff. January 1, 2006.|
TX Bus Orgs § 21.170 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter D. Shares, Options, and Convertible Securities|Section 21.170. Consideration for Rights, Options, and Convertible Indebtedness

Sec. 21.170.  CONSIDERATION FOR RIGHTS, OPTIONS, AND CONVERTIBLE INDEBTEDNESS.  (a)  In the absence of fraud in the transaction, the judgment of the board of directors of a corporation as to the adequacy of the consideration received for rights, options, or convertible indebtedness is conclusive.(b)  A corporation may issue rights or options to its shareholders, officers, consultants, independent contractors, employees, or directors without consideration if, in the judgment of the board of directors, the issuance of the rights or options is in the interests of the corporation.(c)  The consideration for shares having a par value, other than treasury shares, and issued on the exercise of the rights or options may not be less than the par value of the shares.(d)  A privilege of conversion may not be conferred on, or altered with respect to, any indebtedness that would result in the corporation receiving less than the minimum consideration required to be received on issuance of the shares.(e)  The consideration for shares issued on the exercise of rights, options, or convertible indebtedness shall be determined as provided by Section 21.161.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.171 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter D. Shares, Options, and Convertible Securities|Section 21.171. Outstanding or Treasury Shares

Sec. 21.171.  OUTSTANDING OR TREASURY SHARES.  (a)  Shares that are issued are outstanding shares unless the shares are treasury shares or are canceled.(b)  If there are outstanding shares, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation on the winding up and termination of the corporation must be outstanding shares.(c)  Treasury shares are considered to be issued shares and not outstanding shares.(d)  Treasury shares may not be included in the total assets of a corporation for purposes of determining the net assets of a corporation.|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. 32, eff. September 1, 2009.|
TX Bus Orgs § 21.172 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter D. Shares, Options, and Convertible Securities|Section 21.172. Expenses of Organization, Reorganization, and Financing of Corporation

Sec. 21.172.  EXPENSES OF ORGANIZATION, REORGANIZATION, AND FINANCING OF CORPORATION.  A corporation may pay or authorize to be paid from the consideration received by the corporation as payment for the corporation's shares the reasonable charges and expenses of the organization or reorganization of the corporation and the sale or underwriting of the shares without rendering the shares not fully paid and nonassessable.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.173 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter D. Shares, Options, and Convertible Securities|Section 21.173. Supplemental Required Records

Sec. 21.173.  SUPPLEMENTAL REQUIRED RECORDS.  In addition to the books and records required to be kept under Section 3.151, a corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of:(1)  the original issuance of shares issued by the corporation;(2)  each transfer of those shares that have been presented to the corporation for registration of transfer;(3)  the names and addresses of all past shareholders of the corporation;  and(4)  the number and class or series of shares issued by the corporation held by each current and past shareholder.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.201 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter E. Shareholder Rights and Restrictions|Section 21.201. Registered Holders as Owners; Shares Held by Nominees

Sec. 21.201.  REGISTERED HOLDERS AS OWNERS; SHARES HELD BY NOMINEES.  (a)  Except as otherwise provided by this code and subject to Chapter 8, Business & Commerce Code, a corporation may consider the person registered as the owner of a share in the share transfer records of the corporation at a particular time, including a record date set under Section 6.101 or 6.102 or Subchapter H, as the owner of that share at that time for purposes of:(1)  voting the share;(2)  receiving distributions on the share;(3)  transferring the share;(4)  receiving notice, exercising rights of dissent, exercising or waiving a preemptive right, or giving proxies with respect to that share;(5)  entering into agreements with respect to that share in accordance with Section 6.251, 6.252, or 21.210; or(6)  any other shareholder action.(b)  A corporation may establish a procedure by which the corporation recognizes as a shareholder the beneficial owner of shares registered in the name of a nominee.(c)  A procedure established under Subsection (b) must:(1)  determine the extent of the corporation's recognition of the beneficial owner as a shareholder; and(2)  include the nominee's filing of a statement with the corporation that contains information regarding the beneficial owner.(d)  A procedure established under Subsection (b) may set forth:(1)  the types of nominees to which the procedure applies;(2)  the rights or privileges that the corporation will recognize in a beneficial owner, to the extent that the rights or privileges are not inconsistent with Section 10.361(g);(3)  the manner in which the procedure is selected by the nominee;(4)  the information that must be provided when the procedure is selected;(5)  the period for which the selection of the procedure is effective; and(6)  any other aspect of the rights and duties to be established under the procedure.|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. 33, eff. September 1, 2009.|
TX Bus Orgs § 21.202 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter E. Shareholder Rights and Restrictions|Section 21.202. Definition of Shares

Sec. 21.202.  DEFINITION OF SHARES.  In Sections 21.203-21.208, "shares" includes a security:(1)  that is convertible into shares;  or(2)  that carries a right to subscribe for or acquire shares.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.203 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter E. Shareholder Rights and Restrictions|Section 21.203. No Statutory Preemptive Right Unless Provided by Certificate of Formation

Sec. 21.203.  NO STATUTORY PREEMPTIVE RIGHT UNLESS PROVIDED BY CERTIFICATE OF FORMATION.  (a)  Except as provided by Section 21.208, a shareholder of a corporation does not have a preemptive right under this subchapter to acquire the corporation's unissued or treasury shares except to the extent provided by the corporation's certificate of formation.(b)  If the certificate of formation includes a statement that the corporation "elects to have a preemptive right" or a similar statement, Section 21.204 applies to a shareholder except to the extent the certificate of formation expressly provides otherwise.(c)  This section and Sections 21.204 through 21.208 do not invalidate or impair a corporation's right or power to grant an enforceable nonstatutory preemptive right in:(1)  a contract between the corporation and a shareholder or other person; or(2)  the governing documents of the corporation.|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. 23, eff. September 1, 2011.|
TX Bus Orgs § 21.204 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter E. Shareholder Rights and Restrictions|Section 21.204. Statutory Preemptive Rights

Sec. 21.204.  STATUTORY PREEMPTIVE RIGHTS.  (a)  If the shareholders of a corporation have a preemptive right under this subchapter, the shareholders have a preemptive right to acquire proportional amounts of the corporation's unissued or treasury shares on the decision of the corporation's board of directors to issue the shares.  The preemptive right granted under this subsection is subject to uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the preemptive right.(b)  No preemptive right exists with respect to:(1)  shares issued or granted as compensation to a director, officer, agent, or employee of the corporation or a subsidiary or affiliate of the corporation;(2)  shares issued or granted to satisfy conversion or option rights created to provide compensation to a director, officer, agent, or employee of the corporation or a subsidiary or affiliate of the corporation;(3)  shares authorized in the corporation's certificate of formation that are issued not later than the 180th day after the effective date of the corporation's formation;  or(4)  shares sold, issued, or granted by the corporation for consideration other than money.(c)  A holder of a share of a class without general voting rights but with a preferential right to distributions of profits, income, or assets does not have a preemptive right with respect to shares of any class.(d)  A holder of a share of a class with general voting rights but without preferential rights to distributions of profits, income, or assets does not have a preemptive right with respect to shares of any class with preferential rights to distributions of profits, income, or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.(e)  For a one-year period after the date the shares have been offered to shareholders, shares subject to preemptive rights that are not acquired by a shareholder may be issued to a person at a consideration set by the corporation's board of directors that is not lower than the consideration set for the exercise of preemptive rights.  An offer at a lower consideration or after the expiration of the period prescribed by this subsection is subject to the shareholder's preemptive rights.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.205 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter E. Shareholder Rights and Restrictions|Section 21.205. Waiver of Preemptive Right

Sec. 21.205.  WAIVER OF PREEMPTIVE RIGHT.  (a)  A shareholder may waive a preemptive right granted to the shareholder.(b)  A written waiver of a preemptive right is irrevocable regardless of whether the waiver is supported by consideration.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.206 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter E. Shareholder Rights and Restrictions|Section 21.206. Limitation on Action to Enforce Preemptive Right

Sec. 21.206.  LIMITATION ON ACTION TO ENFORCE PREEMPTIVE RIGHT.  (a)  An action brought against a corporation, the board of directors or an officer, shareholder, or agent of the corporation, or an owner of a beneficial interest in shares of the corporation for the violation of a preemptive right of a shareholder under Sections 21.203 and 21.204 must be brought not later than the earlier of:(1)  the first anniversary of the date written notice is given to each shareholder whose preemptive right was violated; or(2)  the fourth anniversary of the latest of:(A)  the date the corporation issued the shares, securities, or rights;(B)  the date the corporation sold the shares, securities, or rights; or(C)  the date the corporation otherwise distributed the shares, securities, or rights.(b)  The notice required by Subsection (a)(1) must:(1)  be sent to the holder at the address for the holder as shown on the appropriate records of the corporation;  and(2)  inform the holder that the issuance, sale, or other distribution of shares, securities, or rights violated the holder's preemptive right.|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. 24, eff. September 1, 2011.|
TX Bus Orgs § 21.207 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter E. Shareholder Rights and Restrictions|Section 21.207. Disposition of Shares Having Preemptive Rights

Sec. 21.207.  DISPOSITION OF SHARES HAVING PREEMPTIVE RIGHTS.  The transferee or successor of a share that has been transferred or otherwise disposed of by a shareholder of a corporation whose preemptive right to acquire shares in the corporation has been violated does not acquire the preemptive right, or any right or claim based on the violation, unless the previous shareholder has assigned the preemptive right to the transferee or successor.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.208 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter E. Shareholder Rights and Restrictions|Section 21.208. Preemptive Right in Existing Corporation

Sec. 21.208.  PREEMPTIVE RIGHT IN EXISTING CORPORATION.  Subject to the certificate of formation, a shareholder of a corporation incorporated before September 1, 2003, has a preemptive right to acquire unissued or treasury shares of the corporation to the extent provided by Sections 21.204, 21.206, and 21.207.  After September 1, 2003, a corporation may limit or deny the preemptive right of the shareholders of the corporation by amending the corporation's certificate of formation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 47, eff. January 1, 2006.|
TX Bus Orgs § 21.209 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter E. Shareholder Rights and Restrictions|Section 21.209. Transfer of Shares and Other Securities

Sec. 21.209.  TRANSFER OF SHARES AND OTHER SECURITIES.  Except as otherwise provided by this code, the shares and other securities of a corporation are transferable in accordance with Chapter 8, Business & Commerce Code.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|