Tex. Bus. Orgs. Code § 21.729 · Subchapter O. CLOSE CORPORATION
LIMITATION OF SHAREHOLDER'S LIABILITY.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) A shareholder of a close corporation described by Section 21.725 is not liable because of a shareholders' vote or shareholder action without a vote unless the shareholder had the right to vote or consent to the action.
(b) A shareholder of a close corporation, without regard to the right to vote or consent, may not be held liable for an action taken by the shareholders or a person empowered to manage the business and affairs of the close corporation under a shareholders' agreement if the shareholder dissents from and has not voted for or consented to the action.
(c) The dissent of a shareholder may be proven by:
(1) an entry in the minutes of the meeting of shareholders;
(2) a written dissent filed with the secretary of the meeting before the adjournment of the meeting;
(3) a written dissent that is sent to the secretary of the close corporation:
(A) promptly after the meeting or after a written consent was obtained from the other shareholders; and
(B) by certified or registered mail, return receipt requested, or by other means specified in the corporation's governing documents; or
(4) any other means reasonably evidencing the dissent.
Notes and commentary — not statutory text
History
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 14, eff. September 1, 2017.
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 c1d117d1ee400775fc540da0ba77319de6b97f7f7114f1adc8c964b95077f54a
- 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
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