Texas Business Organizations Code

§ 10.356 — PROCEDURE FOR DISSENT BY OWNERS AS TO ACTIONS; PERFECTION OF RIGHT OF DISSENT AND APPRAISAL

BO § 10.356Title 1. GENERAL PROVISIONS · Ch. 10. MERGERS, INTEREST EXCHANGES, CONVERSIONS, AND SALES OF ASSETS · Art. H. RIGHTS OF DISSENTING OWNERS

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(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

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Legislative history

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.