Texas Business Organizations Code
§ 21.168 — STOCK RIGHTS, OPTIONS, AND CONVERTIBLE INDEBTEDNESS
BO § 21.168Title 2. CORPORATIONS · Ch. 21. FOR-PROFIT CORPORATIONS · Art. D. SHARES, OPTIONS, AND CONVERTIBLE SECURITIES
Statute text
View on source(a)Except as provided by the corporation's certificate of formation and regardless of whether done in connection with the issuance and sale of any other share or security of the corporation, a corporation may create and issue:
(1)rights or options that entitle the holders to purchase or receive from the corporation shares of any class or series or other securities; and
(2)indebtedness convertible into shares of any class or series of the corporation or other securities of the corporation.
(b)A right, option, or indebtedness described by this section shall be evidenced in the manner approved by the board of directors.
(c)Subject to the certificate of formation, a right or option described by this section must state the terms and conditions on which, the time within which, and any consideration, including a formula by which the consideration may be determined, for which the shares may be purchased or received from the corporation on the exercise of the right or option.
(d)Subject to the certificate of formation, convertible indebtedness described by this section must state the terms and conditions on which, the time within which, and the conversion ratio, which may be stated as a formula by which the conversion ratio may be determined, at which the indebtedness may be converted into shares. The formula may include or be made dependent on facts ascertainable outside the formula, if the manner in which those facts operate on the formula is clearly or expressly provided by the formula or in the authorization approving the formula.
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Legislative history
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 45, eff. January 1, 2006. Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 8, eff. September 1, 2017. Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 24, eff. September 1, 2023. Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411), Sec. 25, eff. September 1, 2025.