Tex. Bus. Orgs. Code § 21.105 · Subchapter C. SHAREHOLDERS' AGREEMENTS
RIGHT OF RESCISSION; KNOWLEDGE OF PURCHASER OF SHARES.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) A purchaser of shares who does not have knowledge at the time of purchase of the existence of a shareholders' agreement authorized by this subchapter is entitled to rescind the purchase.
(b) A purchaser is considered to have knowledge of the existence of the shareholders' agreement for purposes of this section if:
(1) the existence of the agreement is noted on the certificate or information statement for the shares as required by Section 21.103; and
(2) with respect to shares that are not represented by a certificate, the information statement noting existence of the agreement is delivered to the purchaser not later than the time the shares are purchased.
(c) An action to enforce the right of rescission authorized by this section must be commenced not later than the earlier of:
(1) the 90th day after the date the existence of the shareholder agreement is discovered; or
(2) the second anniversary of the purchase date of the shares.
Notes and commentary — not statutory text
History
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.21.htm
- Text hash
- sha256 25262b98d56a67744985238be48867369dd0484d0bac89efb1aad34d03f6f9eb
- Composed by
- compose_tx.py 2026-10-05: the Legislative Council's chapter files read in document order; verify_tx.py's independent reading (lxml DOM walk) agrees character for character
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Procedural information only. Not legal advice and not a substitute for the advice of an attorney. Confirm the current text with the official publisher before relying on it.