reglab/statecodes huggingface dataset:
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter L. Miscellaneous Provisions › Section 153.553. Execution of Filings

Sec. 153.553.  EXECUTION OF FILINGS.
(a)  Except as provided by Subsection (a-1), a filing instrument required by this code to be filed by a limited partnership with the secretary of state must be signed by at least one general partner.
(a-1) The following certificates shall be executed as follows:
(1)  an initial certificate of formation must be signed as provided in Section 3.004(b)(1);
(2)  a certificate of amendment or restated certificate of formation must be signed by at least one general partner and by each other general partner designated in the certificate of amendment as a new general partner, unless signed and filed by a person under Section 153.052(b) or (c), but the certificate of amendment need not be signed by a withdrawing general partner;
(3)  a certificate of termination must be signed by all general partners participating in the winding up of the limited partnership's business or, if no general partners are winding up the limited partnership's business, by all nonpartner liquidators or, if the limited partners are winding up the limited partnership's business, by a majority-in-interest of the limited partners;
(4)  a certificate of merger, conversion, or exchange  filed on behalf of a domestic limited partnership must be signed as provided by Chapter 10; and
(5)  a certificate filed under Subchapter G, Chapter 10, must be signed by the person designated by the court.
(b)  Any person may sign a certificate or partnership agreement or amendment or restated certificate by an attorney in fact.  A power of attorney relating to the signing of a certificate or partnership agreement or amendment or restated certificate by an attorney in fact:
(1)  is not required to be sworn to, verified, or acknowledged;
(2)  is not required to be filed with the secretary of state;  and
(3)  shall be retained with the partnership records under Sections 153.551 and 153.552.
(c)  The execution of a certificate by a general partner or the execution of a written statement by a person under Section 153.106(2) is an oath or affirmation, under a penalty of perjury, that, to the best of the executing party's knowledge and belief, the facts stated in the certificate or statement are true.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 95, eff. January 1, 2006.
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 130, eff. September 1, 2007.
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 131, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter L. Miscellaneous Provisions › Section 153.554. Execution, Amendment, or Cancellation by Judicial Order

Sec. 153.554.  EXECUTION, AMENDMENT, OR CANCELLATION BY JUDICIAL ORDER.  (a)  If a person fails or refuses to execute or file a certificate as required by this chapter or Title 1 or to execute a partnership agreement, another person adversely affected by the failure or refusal may petition a court to direct the execution or filing of the certificate or the execution of the partnership agreement, as appropriate.
(b)  If the court finds that the execution or filing of the certificate is proper and that a person required to execute or file the certificate has failed or refused to execute or file the certificate, the court shall order the secretary of state to record an appropriate certificate.
(c)  The judicial remedy described by Subsection (b) is not a limit on the rights of a person to file a written statement under Section 153.106(2).
(d)  If the court finds that the partnership agreement should be executed and that a person required to execute the partnership agreement has failed or refused to execute the agreement, the court shall enter an order granting appropriate relief.
(e)  If a court enters an order in favor of the adversely affected person requesting relief under this section, the court shall award to that person reasonable expenses, including reasonable attorney's fees.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter L. Miscellaneous Provisions › Section 153.555. Permitted Transfer in Connection With Racetrack License

Sec. 153.555.  PERMITTED TRANSFER IN CONNECTION WITH RACETRACK LICENSE.  The following transfer relating to a limited partnership is not a prohibited transfer that violates Section 2025.107(a), Occupations Code:
(1)  a transfer by a general partnership of its assets to a limited partnership, the corporate general partner of which is controlled by the partners of the general partnership; or
(2)  a transfer by a limited partnership of the beneficial use of or interest in any of its rights, privileges, or assets to a local development corporation incorporated before January 31, 1993, under Subchapter D, Chapter 431, Transportation Code.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2017, 85th Leg., R.S., Ch. 963 (S.B. 1969), Sec. 2.02, eff. April 1, 2019.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 154 - Provisions Applicable to Both General and Limited Partnerships › Subchapter A. Partnership Interests › Section 154.001. Nature of Partner's Partnership Interest

Sec. 154.001.  NATURE OF PARTNER'S PARTNERSHIP INTEREST.  (a)  A partner's partnership interest is personal property for all purposes.
(b)  A partner's partnership interest may be community property under applicable law.
(c)  A partner is not a co-owner of partnership property.
(d)  Sections 9.406 and 9.408, Business & Commerce Code, do not apply to a partnership interest in a partnership, including the rights, powers, and interests arising under the governing documents of the partnership or under this code.  To the extent of any conflict between this subsection and Section 9.406 or 9.408, Business & Commerce Code, this subsection controls.  It is the express intent of this subsection to permit the enforcement, as a contract among the partners of a partnership, of any provision of a partnership agreement that would otherwise be ineffective under Section 9.406 or 9.408, Business & Commerce Code.
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. 57, eff. September 1, 2009.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 154 - Provisions Applicable to Both General and Limited Partnerships › Subchapter A. Partnership Interests › Section 154.002. Transfer of Interest in Partnership Property Prohibited

Sec. 154.002.  TRANSFER OF INTEREST IN PARTNERSHIP PROPERTY PROHIBITED.  A partner does not have an interest that can be transferred, voluntarily or involuntarily, in partnership property.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 154 - Provisions Applicable to Both General and Limited Partnerships › Subchapter B. Partnership Agreement › Section 154.101. Class or Group of Partners

Sec. 154.101.  CLASS OR GROUP OF PARTNERS.  (a)  A partnership agreement may establish or provide for the future creation of additional classes or groups of one or more partners that have certain express relative rights, powers, and duties, including voting rights.  The future creation of additional classes or groups may be expressed in the partnership agreement or at the time of creation of the class or group.
(b)  The rights, powers, or duties of a class or group of partners may be senior to those partners of an existing class or group.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 16, eff. September 1, 2017.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 154 - Provisions Applicable to Both General and Limited Partnerships › Subchapter B. Partnership Agreement › Section 154.102. Provisions Relating to Voting

Sec. 154.102.  PROVISIONS RELATING TO VOTING.  A partnership agreement that grants or provides for granting a right to vote to a partner may contain a provision relating to:
(1)  giving notice of the time, place, or purpose of a meeting at which a matter is to be voted on by the partners;
(2)  waiver of notice;
(3)  action by consent without a meeting;
(4)  the establishment of a record date;
(5)  quorum requirements;
(6)  voting in person or by proxy; or
(7)  other matters relating to the exercise of the right to vote.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 17, eff. September 1, 2017.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 154 - Provisions Applicable to Both General and Limited Partnerships › Subchapter B. Partnership Agreement › Section 154.104. Rights of Third Persons Under Partnership Agreement

Sec. 154.104.  RIGHTS OF THIRD PERSONS UNDER PARTNERSHIP AGREEMENT.  A partnership agreement may provide rights to any person, including a person who is not a party to the partnership agreement, to the extent provided by the partnership agreement.
Added by Acts 2013, 83rd Leg., R.S., Ch. 9 (S.B. 847), Sec. 10, eff. September 1, 2013.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 154 - Provisions Applicable to Both General and Limited Partnerships › Subchapter B. Partnership Agreement › Section 154.105. Partnership Bound by Partnership Agreement

Sec. 154.105.  PARTNERSHIP BOUND BY PARTNERSHIP AGREEMENT.  A partnership agreement is enforceable by or against the partnership, regardless of whether the partnership has signed or otherwise expressly adopted the agreement.
Added by Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 18, eff. September 1, 2017.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 154 - Provisions Applicable to Both General and Limited Partnerships › Subchapter C. Partnership Transactions and Relationships › Section 154.201. Business Transactions Between Partner and Partnership

Sec. 154.201.  BUSINESS TRANSACTIONS BETWEEN PARTNER AND PARTNERSHIP.  Except as otherwise provided by the partnership agreement, a partner may lend money to and transact other business with the partnership.  Subject to other applicable law, a partner has the same rights and obligations with respect to those matters as a person who is not a partner.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 154 - Provisions Applicable to Both General and Limited Partnerships › Subchapter C. Partnership Transactions and Relationships › Section 154.202. Effect of Partner Change on Relationship Between Partnership and Creditors

Sec. 154.202.  EFFECT OF PARTNER CHANGE ON RELATIONSHIP BETWEEN PARTNERSHIP AND CREDITORS.  The relationships between a partnership and its creditors are not affected by the:
(1)  withdrawal of a partner;  or
(2)  addition of a new partner.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 154 - Provisions Applicable to Both General and Limited Partnerships › Subchapter C. Partnership Transactions and Relationships › Section 154.203. Distributions in Kind

Sec. 154.203.  DISTRIBUTIONS IN KIND.  (a)  Except as provided by the partnership agreement, a partner, regardless of the nature of the partner's contribution, is not entitled to demand or receive from a partnership a distribution in any form other than cash.
(b)  Except as provided by the partnership agreement, a partner may not be compelled to accept a disproportionate distribution of an asset in kind from a partnership to the extent that the percentage portion of assets distributed to the partner exceeds the percentage of those assets that equals the percentage in which the partner shares in distributions from the partnership.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 154 - Provisions Applicable to Both General and Limited Partnerships › Subchapter C. Partnership Transactions and Relationships › Section 154.204. Irrevocable Power of Attorney

Sec. 154.204.  IRREVOCABLE POWER OF ATTORNEY.  (a)  This section applies only to:
(1)  a power of attorney with respect to matters relating to the organization, internal affairs, or termination of a partnership; or
(2)  a power of attorney granted by:
(A)  a person as a partner of or a transferee or assignee of a partnership interest in a partnership; or
(B)  a person seeking to become a partner of or a transferee or assignee of a partnership interest in a partnership.
(b)  A power of attorney is irrevocable for all purposes if the power of attorney:
(1)  is coupled with an interest sufficient in law to support an irrevocable power; and
(2)  states that it is irrevocable.
(c)  Unless otherwise provided in the power of attorney, an irrevocable power of attorney created under this section is not affected by the subsequent death, disability, incapacity, winding up, dissolution, termination of existence, or bankruptcy of, or any other event concerning, the principal.
(d)  A power of attorney granted to the partnership, a partner of the partnership, or any of their respective officers, directors, managers, members, partners, trustees, employees, or agents is conclusively presumed to be coupled with an interest sufficient in law to support an irrevocable power.
Added by Acts 2015, 84th Leg., R.S., Ch. 23 (S.B. 859), Sec. 7, eff. September 1, 2015.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 154 - Provisions Applicable to Both General and Limited Partnerships › Subchapter C. Partnership Transactions and Relationships › Section 154.205. Ratification of Void or Voidable Acts or Transactions

Sec. 154.205.  RATIFICATION OF VOID OR VOIDABLE ACTS OR TRANSACTIONS.  (a)  Any act or transaction taken by or with respect to a partnership under this code or a partnership agreement that is void or voidable when taken may be ratified, and the failure to comply with any requirements of the partnership agreement which caused the act or transaction to be void or voidable may be waived, in accordance with this section.
(b)  An act or transaction may be ratified or waived, as applicable, with the approval of the partners or other persons whose approval would be required under the partnership agreement at the time of the ratification or waiver:
(1)  for the void or voidable act or transaction to be validly taken; or
(2)  to amend the partnership agreement in a manner that would permit the void or voidable act or transaction to be validly taken.
(c)  If the void or voidable act or transaction was the issuance or assignment of any partnership interests, the partnership interests purportedly issued or assigned are deemed to have not been issued or assigned for purposes of determining whether the void or voidable act or transaction is ratified or waived under Subsection (b).
(d)  Any act or transaction ratified or waived under this section is deemed validly taken at the time the act or transaction occurred.
(e)  This section may not be construed to limit the accomplishment of a ratification or waiver of a void or voidable act or transaction by other lawful means.
Added by Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 58, eff. September 1, 2023.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter A. General Provisions › Section 200.001. Definition

Sec. 200.001.  DEFINITION.  In this chapter, "real estate investment trust" means an unincorporated trust:
(1)  formed by one or more trust managers under this chapter and Chapter 3;  and
(2)  managed under this chapter.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter A. General Provisions › Section 200.002. Applicability of Chapter

Sec. 200.002.  APPLICABILITY OF CHAPTER.  (a)  The provisions of Chapters 20 and 21 govern a matter to the extent that this chapter or Title 1 does not govern the matter.
(b)  An unincorporated trust that does not meet the requirements of this chapter is an unincorporated association.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter A. General Provisions › Section 200.003. Conflict With Other Law

Sec. 200.003.  CONFLICT WITH OTHER LAW.  In case of conflict between this chapter and Chapters 20 and 21, this chapter controls.  Chapters 20 and 21 do not control over this chapter merely because a provision of Chapter 20 or 21 is more or less extensive, restrictive, or detailed than a similar provision of this chapter.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter A. General Provisions › Section 200.004. Ultra Vires Acts

Sec. 200.004.  ULTRA VIRES ACTS.  (a)  Lack of capacity of a real estate investment trust may not be the basis of any claim or defense at law or in equity.
(b)  An act of a real estate investment trust or a transfer of property by or to a real estate investment trust is not invalid because the act or transfer was:
(1)  beyond the scope of the purpose or purposes of the real estate investment trust as expressed in the real estate investment trust's certificate of formation;  or
(2)  inconsistent with a limitation on the authority of an officer or trust manager to exercise a statutory power of the real estate investment trust, as that limitation is expressed in the real estate investment trust's certificate of formation.
(c)  The fact that an act or transfer is beyond the scope of the expressed purpose or purposes of the real estate investment trust or is inconsistent with an expressed limitation on the authority of an officer or trust manager may be asserted in a proceeding:
(1)  by a shareholder against the real estate investment trust to enjoin the performance of an act or the transfer of property by or to the real estate investment trust;  or
(2)  by the real estate investment trust, acting directly or through a receiver, trustee, or other legal representative, or through shareholders in a representative suit, against an officer or trust manager or former officer or trust manager of the real estate investment trust for exceeding that person's authority.
(d)  If the unauthorized act or transfer sought to be enjoined under Subsection (c)(1) is being or is to be performed or made under a contract to which the real estate investment trust is a party and if each party to the contract is a party to the proceeding, the court may set aside and enjoin the performance of the contract.  The court may award to the real estate investment trust or to another party to the contract, as appropriate, compensation for loss or damage resulting from the action of the court in setting aside and enjoining the performance of the contract, excluding loss of anticipated profits.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter A. General Provisions › Section 200.005. Supplementary Powers of Real Estate Investment Trust

Sec. 200.005.  SUPPLEMENTARY POWERS OF REAL ESTATE INVESTMENT TRUST.  (a)  Subject to Section 2.113(a) and in addition to the powers specified in Section 2.101, a real estate investment trust may engage in activities mandated or authorized by:
(1)  provisions of the Internal Revenue Code that are related to or govern real estate investment trusts;  and
(2)  regulations adopted under the Internal Revenue Code.
(b)  This section does not authorize a real estate investment trust or an officer or trust manager of a real estate investment trust to exercise a power in a manner inconsistent with a limitation on the purposes or powers of the real estate investment trust contained in:
(1)  the trust's certificate of formation;
(2)  this code;  or
(3)  another law of this state.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter A. General Provisions › Section 200.006. Requirement That Filing Instrument Be Signed by Officer

Sec. 200.006.  REQUIREMENT THAT FILING INSTRUMENT BE SIGNED BY OFFICER.  Unless otherwise provided by this chapter, a filing instrument of a real estate investment trust may be signed by an officer of the real estate investment trust.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter B. Formation and Governing Documents › Section 200.051. Declaration of Trust

Sec. 200.051.  DECLARATION OF TRUST.  For purposes of this code, the certificate of formation of a real estate investment trust is a declaration of trust.  The certificate of formation may be titled "declaration of trust" or "certificate of formation."
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter B. Formation and Governing Documents › Section 200.052. No Property Right in Certificate of Formation

Sec. 200.052.  NO PROPERTY RIGHT IN CERTIFICATE OF FORMATION.  A shareholder of a real estate investment trust does not have a vested property right resulting from the certificate of formation, including a provision in the certificate of formation relating to the management, control, capital structure, dividend entitlement, purpose, or duration of the real estate investment trust.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter B. Formation and Governing Documents › Section 200.053. Procedures to Adopt Amendment to Certificate of Formation

Sec. 200.053.  PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION.  (a)  To adopt an amendment to the certificate of formation of a real estate investment trust as provided by Subchapter B, Chapter 3, the trust managers shall:
(1)  adopt a resolution stating the proposed amendment;  and
(2)  follow the procedures prescribed by Sections 200.054-200.056.
(b)  The resolution may incorporate the proposed amendment in a restated certificate of formation that complies with Section 3.059.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter B. Formation and Governing Documents › Section 200.054. Adoption of Amendment by Trust Managers

Sec. 200.054.  ADOPTION OF AMENDMENT BY TRUST MANAGERS.  If a real estate investment trust does not have any issued and outstanding shares, the trust managers may adopt a proposed amendment to the real estate investment trust's certificate of formation by resolution without shareholder approval.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter B. Formation and Governing Documents › Section 200.055. Adoption of Amendment by Shareholders

Sec. 200.055.  ADOPTION OF AMENDMENT BY SHAREHOLDERS.  If a real estate investment trust has issued and outstanding shares:
(1)  a resolution described by Section 200.053 must also direct that the proposed amendment be submitted to a vote of the shareholders at a meeting;  and
(2)  the shareholders must approve the proposed amendment in the manner provided by Section 200.056.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter B. Formation and Governing Documents › Section 200.056. Notice of and Meeting to Consider Proposed Amendment

Sec. 200.056.  NOTICE OF AND MEETING TO CONSIDER PROPOSED AMENDMENT.  (a)  Each shareholder of record entitled to vote shall be given written notice containing the proposed amendment or a summary of the changes to be effected within the time and in the manner provided by this code for giving notice of meetings to shareholders.  If the proposed amendment is to be considered at an annual meeting, the proposed amendment or summary may be included in the notice required to be provided for an annual meeting.
(b)  At the meeting, the proposed amendment shall be adopted only on receiving the affirmative vote of shareholders entitled to vote required by Section 200.261.
(c)  An unlimited number of amendments may be submitted for adoption by the shareholders at a meeting.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter B. Formation and Governing Documents › Section 200.057. Adoption of Restated Certificate of Formation

Sec. 200.057.  ADOPTION OF RESTATED CERTIFICATE OF FORMATION.  (a)  A real estate investment trust may adopt a restated certificate of formation as provided by Subchapter B, Chapter 3, by following the same procedures to amend its certificate of formation under Sections 200.053-200.056, except that shareholder approval is not required if an amendment is not adopted.
(b)  If shares of the real estate investment trust have not been issued and the restated certificate of formation is adopted by the trust managers, the majority of the trust managers may sign the restated certificate of formation on behalf of the real estate investment trust.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter B. Formation and Governing Documents › Section 200.058. Bylaws

Sec. 200.058.  BYLAWS.  (a)  The trust managers of a real estate investment trust shall adopt initial bylaws.
(b)  The bylaws may contain provisions for the regulation and management of the affairs of the real estate investment trust that are consistent with law and the real estate investment trust's certificate of formation.
(c)  The trust managers of a real estate investment trust may amend or repeal bylaws or adopt new bylaws unless:
(1)  the real estate investment trust's certificate of formation or this chapter wholly or partly reserves the power exclusively to the real estate investment trust's shareholders;  or
(2)  in amending, repealing, or adopting a bylaw, the shareholders expressly provide that the trust managers may not amend, repeal, or readopt that bylaw.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Sec. 200.059.  DUAL AUTHORITY.  Unless the certificate of formation or a bylaw adopted by the shareholders provides otherwise as to all or a part of a real estate investment trust's bylaws, the shareholders of a real estate investment trust may amend, repeal, or adopt the bylaws of the real estate investment trust even if the bylaws may also be amended, repealed, or adopted by the trust managers of the real estate investment trust.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter B. Formation and Governing Documents › Section 200.060. Organization Meeting

Sec. 200.060.  ORGANIZATION MEETING.  (a)  After the real estate investment trust has been formed, the initial trust managers of the real estate investment trust shall hold an organization meeting, at the call of a majority of those trust managers, for the purpose of adopting bylaws, electing officers, and transacting other business.
(b)  Not later than the third day before the date of the meeting, the initial trust managers calling the meeting shall send notice of the time and place of the meeting to the other initial trust managers named in the certificate of formation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter C. Shares › Section 200.101. Number

Sec. 200.101.  NUMBER.  A real estate investment trust may issue the number of shares stated in the real estate investment trust's certificate of formation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter C. Shares › Section 200.102. Classification of Shares

Sec. 200.102.  CLASSIFICATION OF SHARES.  A real estate investment trust may provide in the real estate investment trust's certificate of formation:
(1)  that a specified class of shares is preferred over another class of shares as to its distributive share of the assets on voluntary or involuntary liquidation of the real estate investment trust;
(2)  the amount of a preference described by Subdivision (1);
(3)  that a specified class of shares may be redeemed at the option of the real estate investment trust or of the holders of the shares;
(4)  the terms and conditions of a redemption of shares described by Subdivision (3), including the time and price of redemption;
(5)  that a specified class of shares may be converted into shares of one or more other classes;
(6)  the terms and conditions of a conversion described by Subdivision (5);
(7)  that a holder of a specified security issued or to be issued by the real estate investment trust has voting or other rights authorized by law;  and
(8)  for other preferences, rights, restrictions, including restrictions on transferability, and qualifications consistent with law.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter C. Shares › Section 200.103. Classes of Shares Established by Trust Managers

Sec. 200.103.  CLASSES OF SHARES ESTABLISHED BY TRUST MANAGERS.  (a)  A real estate investment trust may provide in the real estate investment trust's certificate of formation that the trust managers may classify or reclassify any unissued shares by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of the shares.
(b)  Before issuing shares, the trust managers who perform as authorized by the certificate of formation an action described by Subsection (a) must file with the county clerk of the county of the principal place of business of the real estate investment trust a statement of designation that contains:
(1)  a description of the shares, including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption, as set or changed by the trust managers;  and
(2)  a statement that the shares have been classified or reclassified by the trust managers as authorized by the certificate of formation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter C. Shares › Section 200.104. Issuance of Shares

Sec. 200.104.  ISSUANCE OF SHARES.  (a)  A real estate investment trust may issue shares for consideration if authorized by the trust managers.
(b)  Shares may not be issued until the consideration, determined in accordance with this subchapter, has been paid to the real estate investment trust or to another entity of which all of the outstanding ownership interests are directly or indirectly owned by the real estate investment trust.  When the consideration is paid:
(1)  the shares are considered to be issued;
(2)  the shareholder entitled to receive the shares is a shareholder with respect to the shares;  and
(3)  the shares are considered fully paid and nonassessable.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter C. Shares › Section 200.105. Types of Consideration for Issuance of Shares

Sec. 200.105.  TYPES OF CONSIDERATION FOR ISSUANCE OF SHARES.  Shares with or without par value may be issued by a real estate investment trust for the following types of consideration:
(1)  a tangible or intangible benefit to the real estate investment trust;
(2)  cash;
(3)  a promissory note;
(4)  services performed or a contract for services to be performed;
(5)  a security of the real estate investment trust 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.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter C. Shares › Section 200.106. Determination of Consideration for Shares

Sec. 200.106.  DETERMINATION OF CONSIDERATION FOR SHARES.  Consideration to be received by a real estate investment trust for shares shall be determined by the trust managers.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter C. Shares › Section 200.107. Amount of Consideration for Issuance of Shares With Par Value

Sec. 200.107.  AMOUNT OF CONSIDERATION FOR ISSUANCE OF SHARES WITH PAR VALUE.  Consideration to be received by a real estate investment trust for the issuance of shares with par value may not be less than the par value of the shares.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter C. Shares › Section 200.108. Value of Consideration

Sec. 200.108.  VALUE OF CONSIDERATION.  In the absence of fraud in the transaction, the judgment of the trust managers is conclusive in determining the value of the consideration received for the shares.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter C. Shares › Section 200.109. Liability of Assignee or Transferee

Sec. 200.109.  LIABILITY OF ASSIGNEE OR TRANSFEREE.  An assignee or transferee of certificated shares, uncertificated shares, or a subscription for shares in good faith and without knowledge that full consideration for the shares or subscription has not been paid may not be held personally liable to the real estate investment trust or a creditor of the real estate investment trust for an unpaid portion of the consideration.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter C. Shares › Section 200.110. Subscriptions

Sec. 200.110.  SUBSCRIPTIONS.  (a)  A real estate investment trust may accept a subscription by notifying the subscriber in writing.
(b)  A subscription to purchase shares in a real estate investment trust that is 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 real estate investment trust is formed is a contract between the subscriber and the real estate investment trust.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter C. Shares › Section 200.111. Preformation Subscription

Sec. 200.111.  PREFORMATION SUBSCRIPTION.  (a)  A real estate investment trust 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 real estate investment trust shall make calls placed to all subscribers of similar interests for payment on preformation subscriptions uniform as far as practicable.
(c)  After the real estate investment trust is formed, if a subscriber fails to pay any installment or call when due, the real estate investment trust 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 real estate investment trust may retain any amount previously paid on the subscription.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter C. Shares › Section 200.112. Commitment in Connection With Purchase of Shares

Sec. 200.112.  COMMITMENT IN CONNECTION WITH PURCHASE OF SHARES.  (a)  A person who contemplates the acquisition of shares in a real estate investment trust 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 real estate investment trust.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter C. Shares › Section 200.113. Supplemental Required Records

Sec. 200.113.  SUPPLEMENTAL REQUIRED RECORDS.  In addition to the books and records required to be kept under Section 3.151, a real estate investment trust must keep at its principal office or place of business, or at the office of its transfer agent or registrar, a record of the number of shares held by each shareholder.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter D. Shareholder Rights and Restrictions › Section 200.151. Registered Holders as Owners

Sec. 200.151.  REGISTERED HOLDERS AS OWNERS.  Except as otherwise provided by this code and subject to Chapter 8, Business & Commerce Code, a real estate investment trust may consider the person registered as the owner of a share in the share transfer records of the real estate investment trust at a particular time, including a record date set under Section 6.102, 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 and appraisal, exercising or waiving a preemptive right, or giving proxies with respect to that share;  or
(5)  entering into agreements with respect to that share in accordance with Section 6.251 or 6.252 or with this subchapter.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter D. Shareholder Rights and Restrictions › Section 200.152. No Statutory Preemptive Right Unless Specifically Provided by Certificate of Formation

Sec. 200.152.  NO STATUTORY PREEMPTIVE RIGHT UNLESS SPECIFICALLY PROVIDED BY CERTIFICATE OF FORMATION.  A shareholder of a real estate investment trust does not have a preemptive right to acquire securities except to the extent specifically provided by the certificate of formation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter D. Shareholder Rights and Restrictions › Section 200.153. Characterization and Transfer of Shares and Other Securities

Sec. 200.153.  CHARACTERIZATION AND TRANSFER OF SHARES AND OTHER SECURITIES.  Except as otherwise provided by this code, the shares and other securities of a real estate investment trust are:
(1)  personal property for all purposes;  and
(2)  transferable in accordance with Chapter 8, Business & Commerce Code.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter D. Shareholder Rights and Restrictions › Section 200.154. Restriction on Transfer of Shares and Other Securities

Sec. 200.154.  RESTRICTION ON TRANSFER OF SHARES AND OTHER SECURITIES.  (a)  A restriction on the transfer or registration of transfer of a security may be imposed by:
(1)  the real estate investment trust's certificate of formation;
(2)  the real estate investment trust's bylaws;
(3)  a written agreement among two or more holders of the securities;  or
(4)  a written agreement among one or more holders of the securities and the real estate investment trust if:
(A)  the real estate investment trust files a copy of the agreement at the principal place of business or registered office of the real estate investment trust;  and
(B)  the copy of the agreement is subject to the same right of examination by a shareholder of the real estate investment trust, in person or by agent, attorney, or accountant, as the books and records of the real estate investment trust.
(b)  A restriction imposed under Subsection (a) is not valid with respect to a security issued before the restriction has been adopted, unless the holder of the security voted in favor of the restriction or is a party to the agreement imposing the restriction.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter D. Shareholder Rights and Restrictions › Section 200.155. Valid Restriction on Transfer

Sec. 200.155.  VALID RESTRICTION ON TRANSFER.  Notwithstanding Sections 200.154 and 200.157, a restriction placed on the transfer or registration of transfer of a security of a real estate investment trust is valid if the restriction reasonably:
(1)  obligates the holder of the restricted security to offer a person, including the real estate investment trust or other holders of securities of the real estate investment trust, an opportunity to acquire the restricted security within a reasonable time before the transfer;
(2)  obligates the real estate investment trust, to the extent provided by this code, or another person to purchase a security that is the subject of an agreement relating to the purchase and sale of the restricted security;
(3)  requires the real estate investment trust or the holders of a class of the real estate investment trust's securities to consent to a proposed transfer of the restricted security or to approve the proposed transferee of the restricted security for the purpose of preventing a violation of law;
(4)  prohibits the transfer of the restricted security to a designated person or group of persons and the designation is not manifestly unreasonable;  or
(5)  maintains a tax advantage to the real estate investment trust, including maintaining its status as a real estate investment trust under the relevant provisions of the Internal Revenue Code and regulations adopted under the Internal Revenue Code.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 5 - Real Estate Investment Trusts › Chapter 200 - Real Estate Investment Trusts › Subchapter D. Shareholder Rights and Restrictions › Section 200.156. Bylaw or Agreement Restricting Transfer of Shares or Other Securities

Sec. 200.156.  BYLAW OR AGREEMENT RESTRICTING TRANSFER OF SHARES OR OTHER SECURITIES.  (a)  A real estate investment trust that has adopted a bylaw or is a party to an agreement that restricts the transfer of the shares or other securities of the real estate investment trust may file with the county clerk of the county of the principal place of business of the real estate investment trust a copy of the bylaw or agreement and a statement attached to the copy that:
(1)  contains the name of the real estate investment trust;
(2)  states that the attached copy of the bylaw or agreement is a true and correct copy of the bylaw or agreement;  and
(3)  states that the filing has been authorized by the trust managers or shareholders, as appropriate.
(b)  After the statement is filed with the county clerk, the bylaws or agreement restricting the transfer of shares or other securities is a public record, and the fact that the statement has been filed must be stated on a certificate representing the restricted shares or securities if required by Section 3.202.
(c)  A real estate investment trust that is a party to an agreement restricting the transfer of the shares or other securities of the real estate investment trust may make the agreement part of the real estate investment trust's certificate of formation without restating the provisions of the agreement in the certificate of formation by complying with this code or amending the certificate of formation.  If the agreement alters the original or amended certificate of formation, the altered provision must be identified by reference or description in the certificate of amendment.  If the agreement is an addition to the original or amended certificate of formation, the certificate of amendment must state that fact.
(d)  The certificate of amendment must:
(1)  include a copy of the agreement restricting the transfer of shares or other securities;
(2)  state that the attached copy of the agreement is a true and correct copy of the agreement;  and
(3)  state that inclusion of the certificate of amendment as part of the certificate of formation has been authorized in the manner required by this code to amend the certificate of formation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.