Tex. Bus. Orgs. Code § 21.201 · Subchapter E. SHAREHOLDER RIGHTS AND RESTRICTIONS
REGISTERED HOLDERS AS OWNERS; SHARES HELD BY NOMINEES.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) Except as otherwise provided by this code and subject to Chapter 8, Business & Commerce Code, a corporation may consider the person registered as the owner of a share in the share transfer records of the corporation at a particular time, including a record date set under Section 6.101 or 6.102 or Subchapter H, as the owner of that share at that time for purposes of:
(1) voting the share;
(2) receiving distributions on the share;
(3) transferring the share;
(4) receiving notice, exercising rights of dissent, exercising or waiving a preemptive right, or giving proxies with respect to that share;
(5) entering into agreements with respect to that share in accordance with Section 6.251, 6.252, or 21.210; or
(6) any other shareholder action.
(b) A corporation may establish a procedure by which the corporation recognizes as a shareholder the beneficial owner of shares registered in the name of a nominee.
(c) A procedure established under Subsection (b) must:
(1) determine the extent of the corporation's recognition of the beneficial owner as a shareholder; and
(2) include the nominee's filing of a statement with the corporation that contains information regarding the beneficial owner.
(d) A procedure established under Subsection (b) may set forth:
(1) the types of nominees to which the procedure applies;
(2) the rights or privileges that the corporation will recognize in a beneficial owner, to the extent that the rights or privileges are not inconsistent with Section 10.361(g);
(3) the manner in which the procedure is selected by the nominee;
(4) the information that must be provided when the procedure is selected;
(5) the period for which the selection of the procedure is effective; and
(6) any other aspect of the rights and duties to be established under the procedure.
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. 33, 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 a18a1397e76bb2e9bd4c32ae384a268922f3a9f239b81b34f26fea4f50668af6
- 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
This section cites
Provisions in this library that the text above cites, as it prints each citation. A range cited as “ss. 61.13-61.16” links its first and last provisions.
Business & Commerce Code
Business Organizations Code
- Tex. Bus. Orgs. Code § 6.101RECORD DATE FOR PURPOSE OTHER THAN WRITTEN CONSENT TO ACTION.Printed as Section 6.101 or 6.102
- Tex. Bus. Orgs. Code § 6.102RECORD DATE FOR WRITTEN CONSENT TO ACTION.Printed as Section 6.101 or 6.102
- Tex. Bus. Orgs. Code § 6.251VOTING TRUSTS.Printed as Section 6.251, 6.252, or 21.210
- Tex. Bus. Orgs. Code § 6.252VOTING AGREEMENTS.Printed as Section 6.251, 6.252, or 21.210
- Tex. Bus. Orgs. Code § 10.361PROCEEDING TO DETERMINE FAIR VALUE OF OWNERSHIP INTEREST AND OWNERS ENTITLED TO PAYMENT; APPOINTMENT OF APPRAISERS.Printed as Section 10.361(g)
- Tex. Bus. Orgs. Code § 21.210RESTRICTION ON TRANSFER OF SHARES AND OTHER SECURITIES.Printed as Section 6.251, 6.252, or 21.210
Cited by 2 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 21.201. 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.