2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 3 - Formation and Governance › Subchapter E. Certificates Representing Ownership Interest › Section 3.202. Form and Validity of Certificates; Enforcement of Entity's Rights

Sec. 3.202.  FORM AND VALIDITY OF CERTIFICATES;  ENFORCEMENT OF ENTITY'S RIGHTS.  (a)  A certificate representing the ownership interest in a domestic entity may contain an impression of the seal of the entity, if any.  A facsimile of the entity's seal may be printed or lithographed on the certificate.
(b)  If a domestic entity is authorized to issue ownership interests of more than one class or series, each certificate representing ownership interests that is issued by the entity must conspicuously state on the front or back of the certificate:
(1)  the designations, preferences, limitations, and relative rights of the ownership interests of each class or series to the extent they have been determined and the authority of the governing authority to make those determinations as to subsequent series;  or
(2)  that the information required by Subdivision (1) is stated in the domestic entity's governing documents and that the domestic entity, on written request to the entity's principal place of business or registered office, will provide a free copy of that information to the record holder of the certificate.
(c)  A certificate representing ownership interests must state on the front of the certificate:
(1)  that the domestic entity is organized under the laws of this state;
(2)  the name of the person to whom the certificate is issued;
(3)  the number and class of ownership interests and the designation of the series, if any, represented by the certificate;  and
(4)  if the ownership interests are shares, the par value of each share represented by the certificate, or a statement that the shares are without par value.
(d)  A certificate representing ownership interests that is subject to a restriction, placed by or agreed to by the domestic entity under this code, or otherwise contained in its governing documents, on the transfer or registration of the transfer of the ownership interests must:
(1)  conspicuously state or provide a summary of the restriction on the front of the certificate;
(2)  state the restriction on the back of the certificate and conspicuously refer to that statement on the front of the certificate;  or
(3)  conspicuously state on the front or back of the certificate that a restriction exists pursuant to a specified document and:
(A)  that the domestic entity, on written request to the entity's principal place of business, will provide a free copy of the document to the certificate record holder;  or
(B)  if the document has been filed in accordance with this code, that the document:
(i)  is on file with the secretary of state or, in the case of a real estate investment trust, with the county clerk of the county in which the real estate investment trust's principal place of business is located;  and
(ii)  contains a complete statement of the restriction.
(e)  A domestic entity that fails to provide to the record holder of a certificate within a reasonable time a document as required by Subsection (d)(3)(A) may not enforce the entity's rights under the restriction imposed on the certificated ownership interests.
(f)  A certificate representing ownership interests may not be issued in bearer form.
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. 3, eff. September 1, 2009.