Tex. Bus. Orgs. Code § 21.152 · Subchapter D. SHARES, OPTIONS, AND CONVERTIBLE SECURITIES
CLASSES AND SERIES OF SHARES.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) A corporation's certificate of formation may divide the corporation's authorized shares into one or more classes and may divide one or more classes into one or more series. If more than one class or series of shares is authorized, the certificate of formation must designate each class and series of authorized shares to distinguish that class and series from any other class or series.
(b) Shares of the same class must be of the same par value or be without par value, as stated in the certificate of formation.
(c) Shares of the same class must be identical in all respects unless the shares have been divided into one or more series. If the shares of a class have been divided into one or more series, the shares may vary between series, but all shares of the same series must be identical in all respects.
(d) A corporation's certificate of formation must authorize:
(1) one or more classes or series of shares that together have unlimited voting rights; and
(2) one or more classes or series of shares, which may be the same class or series of shares as those with voting rights, that together are entitled to receive the net assets of the corporation on winding up and termination.
Notes and commentary — not statutory text
History
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 27, eff. September 1, 2009.
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 31c89e80fbd8e16acf5cba3d622450fd88c94716f8e8d41a56bca0c813a735ee
- 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
Cited by 2 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 21.152. Each shows the citation as that text prints it.
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.