Tex. Business Organizations Code § 21.210
This is the official text of Tex. Business Organizations Code § 21.210, part of Texas’s Business Organizations Code — governs the formation and operation of corporations, LLCs, and partnerships.
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§ 21.210. RESTRICTION ON TRANSFER OF SHARES AND OTHER SECURITIES.
Official statutory text
(a) A restriction on the transfer or registration of transfer of a security, or on the amount of a corporation's securities that may be owned by a person or group of persons, may be imposed by:
(1) the corporation's certificate of formation;
(2) the corporation's bylaws;
(3) a written agreement among two or more holders of the securities; or
(4) a written agreement among one or more holders of the securities and the corporation if:
(A) the corporation files a copy of the agreement at the principal place of business or registered office of the corporation; and
(B) the copy of the agreement is subject to the same right of examination by a shareholder of the corporation, in person or by agent, attorney, or accountant, as the books and records of the corporation.
(b) A restriction imposed under Subsection (a) is not valid with respect to a security issued before the restriction has been adopted, unless the holder of the security voted in favor of the restriction or is a party to the agreement imposing the restriction.
(1) the corporation's certificate of formation;
(2) the corporation's bylaws;
(3) a written agreement among two or more holders of the securities; or
(4) a written agreement among one or more holders of the securities and the corporation if:
(A) the corporation files a copy of the agreement at the principal place of business or registered office of the corporation; and
(B) the copy of the agreement is subject to the same right of examination by a shareholder of the corporation, in person or by agent, attorney, or accountant, as the books and records of the corporation.
(b) A restriction imposed under Subsection (a) is not valid with respect to a security issued before the restriction has been adopted, unless the holder of the security voted in favor of the restriction or is a party to the agreement imposing the restriction.
Status: in_force · Read it on the official government site
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