Texas Business Organizations Code

§ 21.729 — LIMITATION OF SHAREHOLDER'S LIABILITY

BO § 21.729Title 2. CORPORATIONS · Ch. 21. FOR-PROFIT CORPORATIONS · Art. O. CLOSE CORPORATION

Statute text

(a)A shareholder of a close corporation described by Section 21.725 is not liable because of a shareholders' vote or shareholder action without a vote unless the shareholder had the right to vote or consent to the action.

(b)A shareholder of a close corporation, without regard to the right to vote or consent, may not be held liable for an action taken by the shareholders or a person empowered to manage the business and affairs of the close corporation under a shareholders' agreement if the shareholder dissents from and has not voted for or consented to the action.

(c)The dissent of a shareholder may be proven by:

(1)an entry in the minutes of the meeting of shareholders;

(2)a written dissent filed with the secretary of the meeting before the adjournment of the meeting;

(3)a written dissent that is sent to the secretary of the close corporation:

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Legislative history

Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 14, eff. September 1, 2017.