Tex. Bus. Orgs. Code § 21.253 · Subchapter F. REDUCTIONS IN STATED CAPITAL; CANCELLATION OF TREASURY SHARES
PROCEDURES FOR REDUCTION OF STATED CAPITAL BY BOARD OF DIRECTORS.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) If all or part of the stated capital of a corporation is represented by shares without par value, the stated capital of the corporation may be reduced in the manner provided by this section.
(b) The board of directors shall adopt a resolution that:
(1) states the amount of the proposed reduction of the stated capital and the manner in which the reduction will be effected; and
(2) directs that the proposed reduction be submitted to a vote of the shareholders at an annual or special meeting.
(c) Each shareholder of record entitled to vote on the reduction of stated capital shall be given written notice stating that the purpose or one of the purposes of the meeting is to consider the matter of reducing the stated capital of the corporation in the amount and manner proposed by the board of directors. The notice shall be given in the time and manner provided by this code for giving notice of shareholders' meetings.
(d) The affirmative vote of the holders of at least the majority of the shares entitled to vote on the matter is required for approval of the resolution proposing the reduction of stated capital.
(e) Upon the approval of the resolution by the shareholders, the stated capital of the corporation shall be reduced as provided in the resolution.
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 f7d29994f9218ecd03a3cb445ea9af7846963d283b47208c4d8f69627b3076f9
- 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 1 provision
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 21.253. Each shows the citation as that text prints it.
Business Organizations Code
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.