Texas Business Organizations Code

§ 22.252 — APPROVAL OF SALE OF ALL OR SUBSTANTIALLY ALL OF ASSETS

BO § 22.252Title 2. CORPORATIONS · Ch. 22. NONPROFIT CORPORATIONS · Art. F. FUNDAMENTAL BUSINESS TRANSACTIONS

Statute text

(a)A corporation must approve the sale of all or substantially all of its assets by complying with this section.

(b)If the corporation has no members or has no members with voting rights, the sale of all or substantially all of the assets of the corporation must be authorized by the vote of directors required by Section 22.164.

(c)If the management of the affairs of the corporation is vested in its members under Section 22.202, a resolution authorizing a sale of all or substantially all of the assets of the corporation:

(1)must be submitted to a vote at an annual, regular, or special meeting of the members; and

(2)must be approved by the members by the vote required by Section 22.164.

(d)If the corporation has members with voting rights:

…

Legislative history

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.