reglab/housing_qa huggingface dataset:
TX Bus Orgs § 21.709 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter O. Close Corporation|Section 21.709. Statement Terminating Close Corporation Status; Filing; Notice

Sec. 21.709.  STATEMENT TERMINATING CLOSE CORPORATION STATUS;  FILING;  NOTICE.  (a)  If a close corporation provision specifies a time or event requiring the termination of close corporation status, regardless of whether the provision is identifiable by a person dealing with the close corporation, the termination of the close corporation status takes effect on the occurrence of the specified time or event and the filing of a statement terminating close corporation status under this section.(b)  Promptly after the time or occurrence of an event requiring termination of close corporation status, a statement terminating close corporation status shall be signed by an officer on behalf of the close corporation.  A copy of the applicable close corporation provision must be included in or attached to the statement.  The statement and any attachment shall be filed with the secretary of state in accordance with Chapter 4.(c)  The statement terminating close corporation status must contain:(1)  the name of the corporation;(2)  a statement that the corporation has terminated its status as a close corporation in accordance with the included or attached close corporation provision;  and(3)  the time or event that caused the termination and, in the case of an event, the approximate date of the event.(d)  After a statement terminating close corporation status has been filed under this section, the certificate of formation of the close corporation is considered to be amended to delete from the certificate the statement that the corporation is a close corporation, and the corporation's status as a close corporation is terminated.(e)  The corporation shall personally deliver or mail a copy of the statement to each shareholder of the corporation.  A copy of the statement is considered to have been delivered by mail under this section when the copy is deposited in the United States mail, with postage prepaid, addressed to the shareholder at the shareholder's address as it appears on the share transfer records of the corporation.  The failure to deliver the copy of the statement does not affect the validity of the termination.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.710 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter O. Close Corporation|Section 21.710. Effect of Termination of Close Corporation Status

Sec. 21.710.  EFFECT OF TERMINATION OF CLOSE CORPORATION STATUS.  (a)  A close corporation that terminates its status as a close corporation and becomes an ordinary corporation is subject to this chapter as if the corporation had not elected close corporation status under this subchapter.(b)  The effect of termination of close corporation status on a shareholders' agreement is governed by Section 21.724.(c)  When the termination of close corporation status takes effect, if the close corporation's business and affairs have been managed by an entity other than a board of directors as provided by Section 21.725, governance by a board of directors is instituted or reinstated:(1)  if provided by a shareholders' agreement, in the manner stated in the agreement or by the persons named in the agreement to serve as the interim board of directors;  or(2)  if each party to a shareholders' agreement agrees to elect a board of directors at a shareholders' meeting.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.711 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter O. Close Corporation|Section 21.711. Shareholders' Meeting to Elect Directors

Sec. 21.711.  SHAREHOLDERS' MEETING TO ELECT DIRECTORS.  A shareholders' meeting required by Section 21.710(c)(2) shall be promptly called after the termination of close corporation status takes effect.  If a meeting is not called before the 31st day after the date the termination takes effect, a shareholder may call a shareholders' meeting on the provision of notice required by Section 21.353, regardless of whether the shareholder is entitled to call a shareholders' meeting or vote at the meeting.  At the meeting, the shareholders shall elect the number of directors specified in the certificate of formation or bylaws of the corporation or, in the absence of any specification, three directors.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.712 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter O. Close Corporation|Section 21.712. Term of Office of Directors

Sec. 21.712.  TERM OF OFFICE OF DIRECTORS.  A director succeeding to the management of the corporation under Section 21.710(c) shall have a term of office as set forth in Section 21.408.  Until a board of directors is elected, the shareholders of the corporation shall act as the corporation's board of directors, and the business and affairs of the corporation shall be conducted under Section 21.726.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.713 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter O. Close Corporation|Section 21.713. Management

Sec. 21.713.  MANAGEMENT.  A close corporation shall be managed:(1)  by a board of directors in the same manner an ordinary corporation would be managed under this chapter;  or(2)  in the manner provided by the close corporation's certificate of formation or by a shareholders' agreement of the close corporation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.715 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter O. Close Corporation|Section 21.715. Execution of Shareholders' Agreement

Sec. 21.715.  EXECUTION OF SHAREHOLDERS' AGREEMENT.  A shareholders' agreement shall be executed:(1)  in the case of an existing close corporation, by each shareholder at the time of execution, regardless of whether the shareholder has voting power;(2)  in the case of an existing ordinary corporation that will adopt close corporation status under Section 21.705, by each shareholder at the time of execution, regardless of whether the shareholder has voting power;  or(3)  in the case of a close corporation that is being formed under Section 21.703, by each person who is a subscriber to the corporation's shares or agrees to become a holder of the corporation's shares under the shareholders' agreement of the close corporation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.716 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter O. Close Corporation|Section 21.716. Adoption of Amendment of Shareholders' Agreement

Sec. 21.716.  ADOPTION OF AMENDMENT OF SHAREHOLDERS' AGREEMENT.  Unless otherwise provided by a shareholders' agreement, an amendment to the shareholders' agreement of a close corporation may be adopted only by the written consent of each person who would be required to execute the shareholders' agreement if it were being executed originally at the time of adoption of the amendment, regardless of whether the person has voting power in the close corporation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.717 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter O. Close Corporation|Section 21.717. Delivery of Shareholders' Agreement

Sec. 21.717.  DELIVERY OF SHAREHOLDERS' AGREEMENT.  (a)  The close corporation shall deliver a complete copy of a shareholders' agreement to:(1)  each person who is bound by the shareholders' agreement;(2)  each person who is or will become a shareholder in the close corporation as provided by Section 21.715 when a certificate representing shares in the close corporation is delivered to the person;  and(3)  each person to whom a certificate representing shares is issued and who has not received a complete copy of the agreement.(b)  The failure to deliver a complete copy of a shareholders' agreement as required by this section does not affect the validity or enforceability of the shareholders' agreement.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.718 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter O. Close Corporation|Section 21.718. Statement of Operation as Close Corporation

Sec. 21.718.  STATEMENT OF OPERATION AS CLOSE CORPORATION.  (a)  On or after the formation of a close corporation or adoption of close corporation status, a close corporation that begins to conduct its business and affairs under a shareholders' agreement that has become effective shall promptly execute and file with the secretary of state a statement of operation as a close corporation in accordance with Chapter 4.(b)  The statement required by Subsection (a) must:(1)  contain the name of the close corporation;(2)  state that the close corporation is being operated and its business and affairs are being conducted under the terms of a shareholders' agreement under this subchapter;  and(3)  contain the date the operation of the corporation began.(c)  A statement of operation as a close corporation shall be executed by an officer on behalf of the corporation.(d)  On the filing of the statement of operation as a close corporation, the fact that the close corporation is being operated and its business and affairs are being conducted under the terms of a shareholders' agreement becomes a matter of public record.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.719 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter O. Close Corporation|Section 21.719. Validity and Enforceability of Shareholders' Agreement

Sec. 21.719.  VALIDITY AND ENFORCEABILITY OF SHAREHOLDERS' AGREEMENT.  (a)   A shareholders' agreement executed in accordance with Section 21.715 is valid and enforceable notwithstanding:(1)  the elimination of a board of directors;(2)  any restriction imposed on the discretion or powers of the board of directors or other person empowered to manage the close corporation;  and(3)  that the effect of the shareholders' agreement is to treat the business and affairs of the close corporation as if the close corporation were a partnership or in a manner that would otherwise be appropriate only among partners.(b)  A close corporation, a shareholder of the close corporation, or a party to a shareholders' agreement may initiate a proceeding to enforce the shareholders' agreement in accordance with Section 21.756.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.720 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter O. Close Corporation|Section 21.720. Persons Bound by Shareholders' Agreement

Sec. 21.720.  PERSONS BOUND BY SHAREHOLDERS' AGREEMENT.  (a)  A shareholders' agreement executed in accordance with Section 21.715 is:(1)  considered to be an agreement among all of the shareholders of the close corporation;  and(2)  binding on and enforceable against each shareholder of the close corporation, regardless of whether:(A)  a particular shareholder acquired shares in the close corporation by purchase, gift, bequest, or otherwise;  or(B)  the shareholder had actual knowledge of the existence of the shareholders' agreement at the time of acquiring shares.(b)  A transferee or assignee of shares of a close corporation in which there is a shareholders' agreement is bound by the agreement for all purposes, regardless of whether the transferee or assignee executed or was aware of the agreement.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.721 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter O. Close Corporation|Section 21.721. Delivery of Copy of Shareholders' Agreement to Transferee

Sec. 21.721.  DELIVERY OF COPY OF SHAREHOLDERS' AGREEMENT TO TRANSFEREE.  (a)  Before the transfer of shares of a close corporation in which there is a shareholders' agreement, the transferor shall deliver a complete copy of the shareholders' agreement to the transferee.(b)  If the transferor fails to deliver a complete copy of the shareholders' agreement:(1)  the validity and enforceability of the shareholders' agreement against each shareholder of the corporation, including the transferee, is not affected;(2)  the right, title, or interest of the transferee in the transferred shares is not adversely affected;  and(3)  the transferee is entitled to obtain on demand from the transferor or from the close corporation a complete copy of the shareholders' agreement at the transferor's expense.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.722 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter O. Close Corporation|Section 21.722. Effect of Required Statement on Share Certificate and Delivery of Shareholders' Agreement

Sec. 21.722.  EFFECT OF REQUIRED STATEMENT ON SHARE CERTIFICATE AND DELIVERY OF SHAREHOLDERS' AGREEMENT.  If a certificate representing shares of a close corporation contains the statement required by Section 21.732, and a complete copy of each shareholders' agreement has been delivered as required by Section 21.717, each holder, transferee, or other person claiming an interest in the shares of the close corporation is conclusively presumed to have knowledge of a close corporation provision in effect at the time of the transfer.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.723 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter O. Close Corporation|Section 21.723. Party Not Bound by Shareholders' Agreement on Cessation; Liability

Sec. 21.723.  PARTY NOT BOUND BY SHAREHOLDERS' AGREEMENT ON CESSATION;  LIABILITY.  (a)  Notwithstanding the person's signature, a person ceases to be a party to, and bound by, a shareholders' agreement when the person ceases to be a shareholder of the close corporation unless:(1)  the person's attempted cessation was in violation of Section 21.721 or the shareholders' agreement;  or(2)  the shareholders' agreement provides to the contrary.(b)  Cessation as a party to a shareholders' agreement or as a shareholder does not relieve a person of liability the person may have incurred for breach of the shareholders' agreement.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.724 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter O. Close Corporation|Section 21.724. Termination of Shareholders' Agreement

Sec. 21.724.  TERMINATION OF SHAREHOLDERS' AGREEMENT.  (a)  Except as provided by Subsection (b), a shareholders' agreement terminates when the close corporation terminates its status as a close corporation.(b)  If provided by the shareholders' agreement, all or part of the agreement is valid and enforceable to the extent permitted for an ordinary corporation by this chapter or other law.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.725 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter O. Close Corporation|Section 21.725. Consequences of Management by Persons Other Than Board of Directors

Sec. 21.725.  CONSEQUENCES OF MANAGEMENT BY PERSONS OTHER THAN BOARD OF DIRECTORS.  Sections 21.726-21.729 apply only to a close corporation the business and affairs of which are managed wholly or partly by the shareholders of the close corporation or any other person as provided by a shareholders' agreement rather than solely by a board of directors.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.726 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter O. Close Corporation|Section 21.726. Shareholders Considered Directors

Sec. 21.726.  SHAREHOLDERS CONSIDERED DIRECTORS.  (a)  When required by the context of this chapter, the shareholders of a close corporation described by Section 21.725 are considered to be directors of the close corporation for purposes of applying a provision of this chapter, other than a provision relating to the election and removal of directors.(b)  A requirement that an instrument filed with a governmental agency contain a statement that a specified action has been taken by the board of directors is satisfied by a statement that:(1)  the corporation is a close corporation with no board of directors;  and(2)  the action was approved by the shareholders of the close corporation or 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 § 21.727 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter O. Close Corporation|Section 21.727. Liability of Shareholders

Sec. 21.727.  LIABILITY OF SHAREHOLDERS.  The shareholders of a close corporation described by Section 21.725 are subject to any liability imposed on a director of a corporation by this chapter or other law for a managerial act of or omission made by the shareholders or any other person empowered to manage the business and affairs of the close corporation under a shareholders' agreement and relating to the business and affairs of the close corporation, if the action is required by law to be undertaken by the board of directors.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.728 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter O. Close Corporation|Section 21.728. Mode and Effect of Taking Action by Shareholders and Others

Sec. 21.728.  MODE AND EFFECT OF TAKING ACTION BY SHAREHOLDERS AND OTHERS.  (a)  An action that shall or may be taken by the board of directors of an ordinary corporation as required or authorized by this chapter shall or may be taken by action of the shareholders of a close corporation described by Section 21.725 at a meeting of the shareholders or, in the manner permitted by a shareholders' agreement, this subchapter, or this chapter, without a meeting.(b)  Unless otherwise provided by the certificate of formation of the close corporation or a shareholders' agreement of the close corporation, an action is binding on a close corporation if the action is taken after:(1)  the affirmative vote of the holders of the majority of all outstanding shares entitled to vote on the action;  or(2)  the consent of all of the shareholders of the close corporation, which may be proven by:(A)  the full knowledge of the action by all of the shareholders and the shareholders' failure to object to the action in a timely manner;(B)  written consent to the action in accordance with Section 6.201 or this chapter or any other writing executed by or on behalf of all of the shareholders reasonably evidencing the consent;  or(C)  any other means reasonably evidencing the consent.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.729 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter O. Close Corporation|Section 21.729. Limitation of Shareholder's Liability

Sec. 21.729.  LIMITATION OF SHAREHOLDER'S LIABILITY.  (a)  A shareholder of a close corporation described by Section 21.725 is not liable because of a shareholders' vote or shareholder action without a vote unless the shareholder had the right to vote or consent to the action.(b)  A shareholder of a close corporation, without regard to the right to vote or consent, may not be held liable for an action taken by the shareholders or a person empowered to manage the business and affairs of the close corporation under a shareholders' agreement if the shareholder dissents from and has not voted for or consented to the action.(c)  The dissent of a shareholder may be proven by:(1)  an entry in the minutes of the meeting of shareholders;(2)  a written dissent filed with the secretary of the meeting before the adjournment of the meeting;(3)  a written dissent that is sent to the secretary of the close corporation:(A)  promptly after the meeting or after a written consent was obtained from the other shareholders; and(B)  by certified or registered mail, return receipt requested, or by other means specified in the corporation's governing documents; or(4)  any other means reasonably evidencing the dissent.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 14, eff. September 1, 2017.|
TX Bus Orgs § 21.730 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter O. Close Corporation|Section 21.730. Lack of Formalities; Treatment as Partnership

Sec. 21.730.  LACK OF FORMALITIES;  TREATMENT AS PARTNERSHIP.  The failure of a close corporation under this subchapter to observe a usual formality or requirement prescribed for an ordinary corporation by this chapter relating to the exercise of corporate powers or the management of a corporation's business and affairs and the performance of a shareholders' agreement that treats the close corporation as if the corporation were a partnership or in a manner that otherwise is appropriate only among partners may not:(1)  be a factor in determining whether to impose personal liability on the shareholders for the close corporation's obligations by disregarding the separate entity of the close corporation or otherwise;(2)  be grounds for invalidating an otherwise valid shareholders' agreement;  or(3)  affect the status of the close corporation as a corporation under this chapter or other law.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 21.731 (2021)
2021 Texas Statutes|Business Organizations Code|Title 2 - Corporations|Chapter 21 - For-Profit Corporations|Subchapter O. Close Corporation|Section 21.731. Other Agreements Among Shareholders Permitted

Sec. 21.731.  OTHER AGREEMENTS AMONG SHAREHOLDERS PERMITTED.  Sections 21.713-21.730 do not prohibit or impair any other agreement between two or more shareholders of an ordinary corporation permitted by this chapter or other law.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|