Texas Business Organizations Code
§ 21.253 — PROCEDURES FOR REDUCTION OF STATED CAPITAL BY BOARD OF DIRECTORS
BO § 21.253Title 2. CORPORATIONS · Ch. 21. FOR-PROFIT CORPORATIONS · Art. F. REDUCTIONS IN STATED CAPITAL; CANCELLATION OF TREASURY SHARES
Statute text
View on source(a)If all or part of the stated capital of a corporation is represented by shares without par value, the stated capital of the corporation may be reduced in the manner provided by this section.
(b)The board of directors shall adopt a resolution that:
(1)states the amount of the proposed reduction of the stated capital and the manner in which the reduction will be effected; and
(2)directs that the proposed reduction be submitted to a vote of the shareholders at an annual or special meeting.
(c)Each shareholder of record entitled to vote on the reduction of stated capital shall be given written notice stating that the purpose or one of the purposes of the meeting is to consider the matter of reducing the stated capital of the corporation in the amount and manner proposed by the board of directors. The notice shall be given in the time and manner provided by this code for giving notice of shareholders' meetings.
(d)The affirmative vote of the holders of at least the majority of the shares entitled to vote on the matter is required for approval of the resolution proposing the reduction of stated capital.
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Legislative history
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.