2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets › Subchapter H. Rights of Dissenting Owners › Section 10.356. Procedure for Dissent by Owners as to Actions; Perfection of Right of Dissent and Appraisal

Sec. 10.356.  PROCEDURE FOR DISSENT BY OWNERS AS TO ACTIONS;  PERFECTION OF RIGHT OF DISSENT AND APPRAISAL.  (a)  An owner of an ownership interest of a domestic entity subject to dissenters' rights who has the right to dissent and appraisal from any of the actions referred to in Section 10.354 may exercise that right to dissent and appraisal only by complying with the procedures specified in this subchapter.  An owner's right of dissent and appraisal under Section 10.354 may be exercised by an owner only with respect to an ownership interest that is not voted in favor of the action.
(b)  To perfect the owner's rights of dissent and appraisal under Section 10.354, an owner:
(1)  if the proposed action is to be submitted to a vote of the owners at a meeting, must give to the domestic entity a written notice of objection to the action that:
(A)  is addressed to the entity's president and secretary;
(B)  states that the owner's right to dissent will be exercised if the action takes effect;
(C)  provides an address to which notice of effectiveness of the action should be delivered or mailed; and
(D)  is delivered to the entity's principal executive offices before the meeting;
(2)  with respect to the ownership interest for which the rights of dissent and appraisal are sought:
(A)  must vote against the action if the owner is entitled to vote on the action and the action is approved at a meeting of the owners; and
(B)  may not consent to the action if the action is approved by written consent; and
(3)  must give to the responsible organization a demand in writing that:
(A)  is addressed to the president and secretary of the responsible organization;
(B)  demands payment of the fair value of the ownership interests for which the rights of dissent and appraisal are sought;
(C)  provides to the responsible organization an address to which a notice relating to the dissent and appraisal procedures under this subchapter may be sent;
(D)  states the number and class of the ownership interests of the domestic entity owned by the owner and the fair value of the ownership interests as estimated by the owner; and
(E)  is delivered to the responsible organization at its principal executive offices at the following time:
(i)  not later than the 20th day after the date the responsible organization sends to the owner the notice required by Section 10.355(e) that the action has taken effect, if the action was approved by a vote of the owners at a meeting;
(ii)  not later than the 20th day after the date the responsible organization sends to the owner the notice required by Section 10.355(d)(2) that the action has taken effect, if the action was approved by the written consent of the owners;
(iii)  not later than the 20th day after the date the responsible organization sends to the owner a notice that the merger was effected, if the action is a merger effected under Section 10.006; or
(iv)  not later than the 20th day after the date the responsible organization gives to the shareholder the notice required by Section 10.355(b-1) or the date of the consummation of the offer described by Section 21.459(c)(2), whichever is later, if the action is a merger effected under Section 21.459(c).
(c)  An owner who does not make a demand within the period required by Subsection (b)(3)(E) or, if Subsection (b)(1) is applicable, does not give the notice of objection before the meeting of the owners is bound by the action and is not entitled to exercise the rights of dissent and appraisal under Section 10.354.
(d)  Not later than the 20th day after the date an owner makes a demand under Subsection (b)(3), the owner must submit to the responsible organization any certificates representing the ownership interest to which the demand relates for purposes of making a notation on the certificates that a demand for the payment of the fair value of an ownership interest has been made under this section.  An owner's failure to submit the certificates within the required period has the effect of terminating, at the option of the responsible organization, the owner's rights to dissent and appraisal under Section 10.354 unless a court, for good cause shown, directs otherwise.
(e)  If a domestic entity and responsible organization satisfy the requirements of this subchapter relating to the rights of owners of ownership interests in the entity to dissent to an action and seek appraisal of those ownership interests, an owner of an ownership interest who fails to perfect that owner's right of dissent in accordance with this subchapter may not bring suit to recover the value of the ownership interest or money damages relating to the action.
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. 16, eff. September 1, 2011.
Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 17, eff. September 1, 2015.
Acts 2019, 86th Leg., R.S., Ch. 665 (S.B. 1971), Sec. 4, eff. September 1, 2019.