Tex. Bus. Orgs. Code § 21.365 · Subchapter H. SHAREHOLDERS' MEETINGS; NOTICE TO SHAREHOLDERS; VOTING AND QUORUM
CHANGES IN VOTE REQUIRED FOR CERTAIN MATTERS.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) With respect to a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by this code, the certificate of formation of a corporation may provide that the affirmative vote of the holders of a specified portion, but not less than the majority, of the shares entitled to vote on that matter is required for shareholder action on that matter.
(b) With respect to a matter for which the affirmative vote of the holders of a specified portion of the shares of a class or series is required by this code, the certificate of formation may provide that:
(1) the affirmative vote of the holders of a specified portion, but not less than the majority, of the shares of that class or series is required for action of the holders of shares of that class or series on that matter; and
(2) notwithstanding any other provision of this code, all classes or series of stock shall only be entitled to vote as a single class or series, and separate voting by class or series is not required, for the purpose of approving any matter, including in connection with any fundamental action or fundamental business transaction.
(c) If a provision of the certificate of formation provides that the affirmative vote of the holders of a specified portion that is greater than the majority of the shares entitled to vote on a matter is required for shareholder action on that matter, the provision may not be amended, directly or indirectly, without the same affirmative vote unless otherwise provided by the certificate of formation.
(d) If a provision of the certificate of formation provides that the affirmative vote of the holders of a specified portion that is greater than the majority of the shares of a class or series is required for shareholder action on a matter, the provision may not be amended, directly or indirectly, without the same affirmative vote unless otherwise provided by the certificate of formation.
Notes and commentary — not statutory text
History
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2025, 89th Leg., R.S., Ch. 21 (S.B. 29), Sec. 7, eff. May 14, 2025.
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 fdd0e568aaab9a1f1c1051c944951fb1166911a85ac160ce4d405c6d10a6ab83
- 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 3 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 21.365. Each shows the citation as that text prints it.
Business Organizations Code
- Tex. Bus. Orgs. Code § 21.364VOTE REQUIRED TO APPROVE FUNDAMENTAL ACTION.Printed as Section 21.365
- Tex. Bus. Orgs. Code § 21.457GENERAL VOTE REQUIREMENT FOR APPROVAL OF FUNDAMENTAL BUSINESS TRANSACTION.Printed as Section 21.365
- Tex. Bus. Orgs. Code § 21.610CHANGE IN VOTING REQUIREMENTS.Printed as Section 21.365
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.