Tex. Business Organizations Code § 21.451
This is the official text of Tex. Business Organizations Code § 21.451, part of Texas’s Business Organizations Code — governs the formation and operation of corporations, LLCs, and partnerships.
Not legal advice. This page reproduces the official text of a government statute for reference only. Laws change, and how a statute applies depends on your specific facts. For advice about your situation, consult a licensed attorney in your state.
§ 21.451. DEFINITIONS.
Official statutory text
In this subchapter:
(1) "Participating shares" means shares that entitle the holders of the shares to participate without limitation in distributions.
(2) "Sale of all or substantially all of the assets" means the sale, lease, exchange, or other disposition, other than a pledge, mortgage, deed of trust, or trust indenture unless otherwise provided by the certificate of formation, of all or substantially all of the property and assets of a domestic corporation that is not made in the usual and regular course of the corporation's business without regard to whether the disposition is made with the goodwill of the business. The term does not include a transaction that results in the corporation directly or indirectly:
(A) continuing to engage in one or more businesses; or
(B) applying a portion of the consideration received in connection with the transaction to the conduct of a business that the corporation engages in after the transaction.
(3) "Shares" includes a receipt or other instrument issued by a depository representing an interest in one or more shares or fractions of shares of a domestic or foreign corporation that are deposited with the depository.
(4) "Voting shares" means shares that entitle the holders of the shares to vote unconditionally in elections of directors.
(1) "Participating shares" means shares that entitle the holders of the shares to participate without limitation in distributions.
(2) "Sale of all or substantially all of the assets" means the sale, lease, exchange, or other disposition, other than a pledge, mortgage, deed of trust, or trust indenture unless otherwise provided by the certificate of formation, of all or substantially all of the property and assets of a domestic corporation that is not made in the usual and regular course of the corporation's business without regard to whether the disposition is made with the goodwill of the business. The term does not include a transaction that results in the corporation directly or indirectly:
(A) continuing to engage in one or more businesses; or
(B) applying a portion of the consideration received in connection with the transaction to the conduct of a business that the corporation engages in after the transaction.
(3) "Shares" includes a receipt or other instrument issued by a depository representing an interest in one or more shares or fractions of shares of a domestic or foreign corporation that are deposited with the depository.
(4) "Voting shares" means shares that entitle the holders of the shares to vote unconditionally in elections of directors.
Status: in_force · Read it on the official government site
Dealing with a business matter in Texas?
See all Texas Business lawyers
About this page: Statute text is reproduced from official government publishers via the
Open US Law dataset
(Vaquill AI, snapshot v2026.08, CC BY 4.0). Primary legislative text like this is public domain under the government-edicts doctrine
(Georgia v. Public.Resource.Org, 2020). We link every section back to its official source so you can verify it independently.