Texas Business Organizations Code
§ 21.453 — APPROVAL OF CONVERSION
BO § 21.453Title 2. CORPORATIONS · Ch. 21. FOR-PROFIT CORPORATIONS · Art. J. FUNDAMENTAL BUSINESS TRANSACTIONS
Statute text
View on source(a)A corporation must approve a conversion under Chapter 10 by complying with this section.
(b)The board of directors of the corporation shall adopt a resolution that approves the plan of conversion and:
(1)recommends that the plan of conversion be approved by the shareholders of the corporation; or
(2)directs that the plan of conversion be submitted to the shareholders for approval without recommendation if the board of directors determines for any reason not to recommend approval of the plan of conversion.
(c)The plan of conversion shall be submitted to the shareholders of the corporation for approval as provided by this subchapter. The board of directors may place conditions on the submission of the plan of conversion to the shareholders.
(d)If the board of directors approves a plan of conversion but does not adopt a resolution recommending that the plan of conversion be approved by the shareholders of the corporation, the board of directors shall communicate to the shareholders the reason for the board's determination to submit the plan of conversion without a recommendation.
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Legislative history
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 81, eff. September 1, 2007. Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 29, eff. September 1, 2011.