reglab/housing_qa huggingface dataset:
TX Bus Orgs § 21.461 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter J. Fundamental Business Transactions|Section 21.461. Pledge, Mortgage, Deed of Trust, or Trust Indenture

Sec. 21.461.  PLEDGE, MORTGAGE, DEED OF TRUST, OR TRUST INDENTURE.  Except as provided by the corporation's certificate of formation:(1)  the board of directors of a corporation may authorize a pledge, mortgage, deed of trust, or trust indenture;  and(2)  an authorization or consent of shareholders is not required for the validity of the transaction or for any sale under the terms of the transaction.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.462 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter J. Fundamental Business Transactions|Section 21.462. Conveyance by Corporation

Sec. 21.462.  CONVEYANCE BY CORPORATION.  A corporation may convey real property of the corporation when authorized by appropriate resolution of the board of directors.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.501 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter K. Winding Up and Termination|Section 21.501. Approval of Voluntary Winding Up, Reinstatement, or Revocation of Voluntary Winding Up

Sec. 21.501.  APPROVAL OF VOLUNTARY WINDING UP, REINSTATEMENT, OR REVOCATION OF VOLUNTARY WINDING UP.  A corporation must approve a voluntary winding up in accordance with Chapter 11, a reinstatement in accordance with Section 11.202, a cancellation of an event requiring winding up under Section 11.152(a), or revocation of a voluntary decision to wind up in accordance with Section 11.151 by complying with one of the procedures prescribed by this subchapter.|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. 83, eff. September 1, 2007.|
TX Bus Orgs § 21.502 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter K. Winding Up and Termination|Section 21.502. Certain Procedures Relating to Winding Up

Sec. 21.502.  CERTAIN PROCEDURES RELATING TO WINDING UP.  To approve a voluntary winding up, a reinstatement, a cancellation of an event requiring winding up, or a revocation of a voluntary decision to wind up, a corporation must follow one of the following procedures:(1)  all shareholders of the corporation must consent in writing to the winding up, the reinstatement, the cancellation of an event requiring winding up, or the revocation of a voluntary decision to wind up the corporation;(2)  if the corporation has not commenced business and has not issued any shares, a majority of the organizers or the board of directors of the corporation must adopt a resolution to wind up, to reinstate, to cancel an event requiring winding up, or to revoke a voluntary decision to wind up;  or(3)(A) the board of directors of the corporation must adopt a resolution:(i)  recommending the winding up, reinstatement, cancellation of an event requiring winding up, or revocation of a voluntary decision to wind up the corporation;  and(ii)  directing that the winding up, reinstatement, cancellation of an event requiring winding up, or revocation of a voluntary decision to wind up the corporation be submitted to the shareholders for approval at an annual or special meeting of shareholders;  and(B)  the shareholders must approve the action described by Paragraph (A) in accordance with Section 21.503.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.503 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter K. Winding Up and Termination|Section 21.503. Meeting of Shareholders; Notice

Sec. 21.503.  MEETING OF SHAREHOLDERS;  NOTICE.  (a)  Each shareholder of record entitled to vote at a meeting described by Section 21.502(3)(A)(ii) must be given written notice stating that the purpose or one of the purposes of the meeting is to consider the winding up, reinstatement, cancellation of the event requiring winding up, or revocation of the voluntary decision to wind up the corporation.  The notice must be given in the time and manner provided by Chapter 6 and this chapter for the giving of notice of shareholders' meetings.(b)  A vote of shareholders entitled to vote at the meeting shall be taken on the resolution to wind up, reinstate, cancel the event requiring winding up, or revoke the voluntary decision to wind up the corporation.  The shareholders must approve the resolution by the affirmative vote required by Section 21.364.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.504 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter K. Winding Up and Termination|Section 21.504. Responsibility for Winding Up

Sec. 21.504.  RESPONSIBILITY FOR WINDING UP.  If a corporation determines or is required to wind up, the directors of the corporation shall manage the process of winding up the business or affairs of the corporation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.551 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter L. Derivative Proceedings|Section 21.551. Definitions

Sec. 21.551.  DEFINITIONS.  In this subchapter:(1)  "Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided by Section 21.562, in the right of a foreign corporation.(2)  "Shareholder" includes a shareholder as defined by Section 1.002 or a beneficial owner whose shares are held in a voting trust or by a nominee on the beneficial owner's behalf.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 1, eff. September 1, 2019.Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 23, eff. September 1, 2021.|
TX Bus Orgs § 21.552 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter L. Derivative Proceedings|Section 21.552. Standing to Bring Proceeding

Sec. 21.552.  STANDING TO BRING PROCEEDING.  (a)  Subject to Subsection (b), a shareholder may not institute or maintain a derivative proceeding unless:(1)  the shareholder:(A)  was a shareholder of the corporation at the time of the act or omission complained of; or(B)  became a shareholder by operation of law originating from a person that was a shareholder at the time of the act or omission complained of; and(2)  the shareholder fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.(b)  If the converted entity in a conversion is a corporation, a shareholder of that corporation may not institute or maintain a derivative proceeding based on an act or omission that occurred with respect to the converting entity before the date of the conversion unless:(1)  the shareholder was an equity owner of the converting entity at the time of the act or omission; and(2)  the shareholder fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 63, eff. January 1, 2006.Acts 2011, 82nd Leg., R.S., Ch. 93 (S.B. 1568), Sec. 1, eff. September 1, 2011.Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 2, eff. September 1, 2019.|
TX Bus Orgs § 21.553 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter L. Derivative Proceedings|Section 21.553. Demand

Sec. 21.553.  DEMAND.  (a)  A shareholder may not institute a derivative proceeding until the 91st day after the date a written demand is filed with the corporation stating with particularity the act, omission, or other matter that is the subject of the claim or challenge and requesting that the corporation take suitable action.(b)  The waiting period required by Subsection (a) before a derivative proceeding may be instituted is not required or, if applicable, shall terminate if:(1)  the shareholder has been notified that the demand has been rejected by the corporation;(2)  the corporation is suffering irreparable injury; or(3)  irreparable injury to the corporation would result by waiting for the expiration of the 90-day period.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 3, eff. September 1, 2019.|
TX Bus Orgs § 21.554 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter L. Derivative Proceedings|Section 21.554. Determination by Directors or Independent Persons

Sec. 21.554.  DETERMINATION BY DIRECTORS OR INDEPENDENT PERSONS.  (a)  A determination of how to proceed on allegations made in a demand or petition relating to a derivative proceeding must be made by an affirmative vote of the majority of:(1)  all independent and disinterested directors of the corporation, regardless of whether the independent and disinterested directors constitute a quorum of the board of directors;(2)  a committee consisting of one or more independent and disinterested directors appointed by an affirmative vote of the majority of one or more independent and disinterested directors, regardless of whether the independent and disinterested directors constitute a quorum of the board of directors; or(3)  a panel of one or more independent and disinterested individuals appointed by the court on a motion by the corporation listing the names of the individuals to be appointed and stating that, to the best of the corporation's knowledge, the individuals to be appointed are disinterested and qualified to make the determinations contemplated by Section 21.558.(b)  The court shall appoint a panel under Subsection (a)(3) if the court finds that the individuals recommended by the corporation are independent and disinterested and are otherwise qualified with respect to expertise, experience, independent judgment, and other factors considered appropriate by the court under the circumstances to make the determinations.  An individual appointed by the court to a panel under this section may not be held liable to the corporation or the corporation's shareholders for an action taken or omission made by the individual in that capacity, except for an act or omission constituting fraud or wilful misconduct.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 4, eff. September 1, 2019.|
TX Bus Orgs § 21.555 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter L. Derivative Proceedings|Section 21.555. Stay of Proceeding

Sec. 21.555.  STAY OF PROCEEDING.  (a)  If the corporation that is the subject of a derivative proceeding commences an inquiry into the allegations made in a demand or petition and the person or group of persons described by Section 21.554 is conducting an active review of the allegations in good faith, the court shall stay a derivative proceeding for not more than 60 days until the review is completed and a determination is made by the person or group regarding what further action, if any, should be taken.(b)  To obtain a stay, the corporation must provide the court with a written statement agreeing to advise the court and the shareholder making the demand of the determination promptly on the completion of the review of the matter.(c)  A stay, on motion, may be reviewed every 60 days for continuation of the stay if the corporation provides the court and the shareholder with a written statement of the status of the review and the reasons why an extension for a period not to exceed 60 additional days is appropriate.  An extension shall be granted for a period not to exceed 60 days if the court determines that the continuation is appropriate in the interests of the corporation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 5, eff. September 1, 2019.|
TX Bus Orgs § 21.556 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter L. Derivative Proceedings|Section 21.556. Discovery

Sec. 21.556.  DISCOVERY.  (a)  If a corporation proposes to dismiss a derivative proceeding under Section 21.558, discovery by a shareholder after the filing of the derivative proceeding in accordance with this subchapter shall be limited to:(1)  facts relating to whether the person or persons described by Section 21.554 are independent and disinterested;(2)  the good faith of the inquiry and review by the person or group; and(3)  the reasonableness of the procedures followed by the person or group in conducting the review.(b)  Discovery described by Subsection (a) may not be expanded to include a fact or substantive matter regarding the act, omission, or other matter that is the subject matter of the derivative proceeding but the scope of discovery shall not be so limited if the court determines after notice and hearing that a good faith review of the allegations has not been made by an independent and disinterested person or group in accordance with Sections 21.554 and 21.558.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 6, eff. September 1, 2019.|
TX Bus Orgs § 21.557 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter L. Derivative Proceedings|Section 21.557. Tolling of Statute of Limitations

Sec. 21.557.  TOLLING OF STATUTE OF LIMITATIONS.  A written demand filed with the corporation under Section 21.553 tolls the statute of limitations on the claim on which demand is made until the later of:(1)  the 31st day after the expiration of any waiting period under Section 21.553; or(2)  the 31st day after the expiration of any stay granted under Section 21.555, including all continuations of the stay.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 7, eff. September 1, 2019.|
TX Bus Orgs § 21.558 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter L. Derivative Proceedings|Section 21.558. Dismissal of Derivative Proceeding

Sec. 21.558.  DISMISSAL OF DERIVATIVE PROCEEDING.  (a)  A court, sitting in equity as the finder of fact, shall dismiss a derivative proceeding on a motion by the corporation if the person or group of persons described by Section 21.554 determines in good faith, after conducting a reasonable inquiry and based on factors the person or group considers appropriate under the circumstances, that continuation of the derivative proceeding is not in the best interests of the corporation.(b)  In determining whether the requirements of Subsection (a) have been met, the burden of proof shall be on:(1)  the plaintiff shareholder if:(A)  the majority of the board of directors consists of independent and disinterested directors at the time the determination is made;(B)  the determination is made by a panel of one or more independent and disinterested persons appointed under Section 21.554(a)(3); or(C)  the corporation presents prima facie evidence that demonstrates that the applicable person or persons making the determination under Section 21.554(a) are independent and disinterested; or(2)  the corporation in any other circumstance.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 8, eff. September 1, 2019.|
TX Bus Orgs § 21.559 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter L. Derivative Proceedings|Section 21.559. Allegations After Demand Rejected

Sec. 21.559.  ALLEGATIONS AFTER DEMAND REJECTED.  If a derivative proceeding is instituted after a demand is rejected, the petition must allege with particularity facts that establish that the rejection was not made in accordance with the requirements and standards under Sections 21.554 and 21.558.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 9, eff. September 1, 2019.|
TX Bus Orgs § 21.560 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter L. Derivative Proceedings|Section 21.560. Discontinuance or Settlement

Sec. 21.560.  DISCONTINUANCE OR SETTLEMENT.  (a)  A derivative proceeding may not be discontinued or settled without court approval.(b)  The court shall direct that notice be given to the affected shareholders if the court determines that a proposed discontinuance or settlement may substantially affect the interests of other shareholders.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.561 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter L. Derivative Proceedings|Section 21.561. Payment of Expenses

Sec. 21.561.  PAYMENT OF EXPENSES.  (a)  In this section, "expenses" means reasonable expenses incurred by a party in a derivative proceeding, including:(1)  attorney's fees;(2)  costs in pursuing an investigation of the matter that was the subject of the derivative proceeding; or(3)  expenses for which the corporation may be required to indemnify another person.(b)  On termination of a derivative proceeding, the court may order:(1)  the corporation to pay expenses the plaintiff incurred in the proceeding if the court finds the proceeding has resulted in a substantial benefit to the corporation;(2)  the plaintiff to pay expenses the corporation or other defendant incurred in investigating and defending the proceeding if the court finds the proceeding has been instituted or maintained without reasonable cause or for an improper purpose; or(3)  a party to pay expenses incurred by another party relating to the filing of a pleading, motion, or other paper if the court finds the pleading, motion, or other paper:(A)  was not well grounded in fact after reasonable inquiry;(B)  was not warranted by existing law or a good faith argument for the application, extension, modification, or reversal of existing law; or(C)  was interposed for an improper purpose, such as to harass, cause unnecessary delay, or cause a needless increase in the cost of litigation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 10, eff. September 1, 2019.|
TX Bus Orgs § 21.562 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter L. Derivative Proceedings|Section 21.562. Application to Foreign Corporations

Sec. 21.562.  APPLICATION TO FOREIGN CORPORATIONS.  (a)  In a derivative proceeding brought in the right of a foreign corporation, the matters covered by this subchapter are governed by the laws of the jurisdiction of formation of the foreign corporation, except for Sections 21.555, 21.560, and 21.561, which are procedural provisions and do not relate to the internal affairs of the foreign corporation, unless applying the laws of the jurisdiction of formation of the foreign corporation requires otherwise with respect to Section 21.555.(b)  In the case of matters relating to a foreign corporation under Section 21.555, a reference to a person or group of persons described by Section 21.554 refers to a person or group entitled under the laws of the jurisdiction of formation of the foreign corporation to make the determination described by Section 21.554(a).  The standard of review of a determination made by the person or group shall be governed by the laws of the jurisdiction of formation of the foreign corporation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 11, eff. September 1, 2019.|
TX Bus Orgs § 21.563 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter L. Derivative Proceedings|Section 21.563. Closely Held Corporation

Sec. 21.563.  CLOSELY HELD CORPORATION.  (a)  In this section, "closely held corporation" means a corporation that has:(1)  fewer than 35 shareholders; and(2)  no shares listed on a national securities exchange or regularly quoted in an over-the-counter market by one or more members of a national securities association.(b)  Sections 21.552-21.560 do not apply to a claim or a derivative proceeding by a shareholder of a closely held corporation against a director, officer, or shareholder of the corporation.  In the event the claim or derivative proceeding is also made against a person who is not that director, officer, or shareholder, this subsection applies only to the claim or derivative proceeding against the director, officer, or shareholder.(c)  If Sections 21.552-21.560 do not apply because of Subsection (b) and if justice requires:(1)  a derivative proceeding brought by a shareholder of a closely held corporation may be treated by a court as a direct action brought by the shareholder for the shareholder's own benefit; and(2)  a recovery in a direct or derivative proceeding by a shareholder may be paid directly to the plaintiff or to the corporation if necessary to protect the interests of creditors or other shareholders of the corporation.(d)  Other provisions of state law govern whether a shareholder has a direct cause of action or right to sue a director, officer, or shareholder, and this section may not be construed to create that direct cause of action or right to sue.|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. 84, eff. September 1, 2007.Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 12, eff. September 1, 2019.|
TX Bus Orgs § 21.601 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter M. Affiliated Business Combinations|Section 21.601. Definitions

Sec. 21.601.  DEFINITIONS.  In this subchapter:(1)  "Issuing public corporation" means a domestic corporation that has:(A)  100 or more shareholders of record as shown by the share transfer records of the corporation;(B)  a class or series of the corporation's voting shares registered under the Securities Exchange Act of 1934 (15 U.S.C. Section 77b et seq.), as amended; or(C)  a class or series of the corporation's voting shares qualified for trading on a national securities exchange.(2)  "Person" includes two or more persons acting as a partnership, limited partnership, syndicate, or other group under an agreement, arrangement, or understanding, regardless of whether in writing, to acquire, hold, vote, or dispose of a corporation's shares.(3)  "Share acquisition date" means the date a person initially becomes an affiliated shareholder of an issuing public corporation.(4)  "Subsidiary" means a domestic or foreign corporation or other entity of which a majority of the outstanding voting shares are owned, directly or indirectly, by an issuing public corporation.(5)  "Voting share" means a share of capital stock of a corporation that entitles the holder of the share to vote generally in the election of directors.|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. 30, eff. September 1, 2011.|