Tex. Bus. Orgs. Code § 21.203 · Subchapter E. SHAREHOLDER RIGHTS AND RESTRICTIONS
NO STATUTORY PREEMPTIVE RIGHT UNLESS PROVIDED BY CERTIFICATE OF FORMATION.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) Except as provided by Section 21.208, a shareholder of a corporation does not have a preemptive right under this subchapter to acquire the corporation's unissued or treasury shares except to the extent provided by the corporation's certificate of formation.
(b) If the certificate of formation includes a statement that the corporation "elects to have a preemptive right" or a similar statement, Section 21.204 applies to a shareholder except to the extent the certificate of formation expressly provides otherwise.
(c) This section and Sections 21.204 through 21.208 do not invalidate or impair a corporation's right or power to grant an enforceable nonstatutory preemptive right in:
(1) a contract between the corporation and a shareholder or other person; or
(2) the governing documents of the corporation.
Notes and commentary — not statutory text
History
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 23, eff. September 1, 2011.
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 1f752587c17657d1077e9290290e177bceb1ad1d63b9cb5f8ed36ad235b3d429
- 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.
Cited by 3 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 21.203. Each shows the citation as that text prints it.
Business Organizations Code
- Tex. Bus. Orgs. Code § 3.007SUPPLEMENTAL PROVISIONS REQUIRED IN CERTIFICATE OF FORMATION OF FOR-PROFIT OR PROFESSIONAL CORPORATION.Printed as Section 21.203 or 21.360
- Tex. Bus. Orgs. Code § 21.202DEFINITION OF SHARES.Printed as Sections 21.203-21.208
- Tex. Bus. Orgs. Code § 21.206LIMITATION ON ACTION TO ENFORCE PREEMPTIVE RIGHT.Printed as Sections 21.203 and 21.204
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.