Tex. Bus. Orgs. Code § 21.372 · Subchapter H. SHAREHOLDERS' MEETINGS; NOTICE TO SHAREHOLDERS; VOTING AND QUORUM
SHAREHOLDER MEETING LIST.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) Not later than the 11th day before the date of each meeting of the shareholders of a corporation, an alphabetical list of the shareholders entitled to vote at the meeting or at any adjournment of the meeting shall be prepared by or on behalf of the corporation. The list of shareholders must:
(1) state:
(A) the address of each shareholder;
(B) the type of shares held by each shareholder;
(C) the number of shares held by each shareholder; and
(D) the number of votes that each shareholder is entitled to if the number of votes is different from the number of shares stated under Paragraph (C); and
(2) be kept on file at the registered office or principal executive office of the corporation for at least 10 days before the date of the meeting.
(a-1) Instead of being kept on file, the list required by Subsection (a) may be kept on a reasonably accessible electronic data system if the information required to gain access to the list is provided with notice of the meeting. Section 21.353(c) and this subsection may not be construed to require a corporation to include any electronic contact information of a shareholder on the list. A corporation that elects to make the list available on an electronic data system must take reasonable measures to ensure the information is available only to shareholders of the corporation.
(b) The original share transfer records of the corporation are prima facie evidence of the shareholders of the corporation entitled to vote at the meeting.
(c) Failure to comply with this section does not affect the validity of any action taken at a meeting of the shareholders 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 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 55, eff. January 1, 2006.
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 76, eff. September 1, 2007.
Acts 2019, 86th Leg., R.S., Ch. 665 (S.B. 1971), Sec. 7, eff. September 1, 2019.
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 29, eff. September 1, 2023.
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 c49cf481931a0405ce7397da9436d9f0911713d3d34eceb0fef70079bad74cb3
- 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 Organizations Code
Cited by 4 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 21.372. Each shows the citation as that text prints it.
Business Organizations Code
- Tex. Bus. Orgs. Code § 21.220PENALTY FOR FAILURE TO PREPARE VOTING LIST.Printed as Sections 21.354 and 21.372
- Tex. Bus. Orgs. Code § 21.221PENALTY FOR FAILURE TO PROVIDE NOTICE OF MEETING.Printed as Sections 21.354 and 21.372
- Tex. Bus. Orgs. Code § 21.353NOTICE OF MEETING.Printed as Section 21.372
- Tex. Bus. Orgs. Code § 21.354INSPECTION OF VOTING LIST.Printed as Section 21.372
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.