Tex. Gov't Code § 4008.054 · Subchapter B. CIVIL LIABILITY FOR ISSUANCE, SALE, OR PURCHASE OF SECURITIES
NONSELLING ISSUER LIABILITY.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) This section applies only to an issuer that registers under Subchapter A, B, or C, Chapter 4003, or under Section 6, Securities Act of 1933 (15 U.S.C. Section 77f), the issuer's outstanding securities for offer and sale by or for the owner of the securities.
(b) Except as provided by Subsection (d), the issuer is liable to a person buying the registered security if the prospectus required in connection with the registration contains, as of its effective date, an untrue statement of a material fact or an omission to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading.
(c) The buyer of the registered security may sue for:
(1) rescission; or
(2) damages if the buyer no longer owns the security.
(d) The issuer is not liable under Subsection (b) if the issuer sustains the burden of proof that the buyer knew of the untruth or omission.
Notes and commentary — not statutory text
History
Added by Acts 2019, 86th Leg., R.S., Ch. 491 (H.B. 4171), Sec. 1.01, eff. January 1, 2022.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/GV/htm/GV.4008.htm
- Text hash
- sha256 59ddb423c672754402bde6477987e5f7e540742a9a296b9880929255ec62053c
- 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.
Government Code
Cited by 4 provisions
Provisions in this library whose text cites Tex. Gov't Code § 4008.054. Each shows the citation as that text prints it.
Government Code
- Tex. Gov't Code § 4008.055CONTROLLING PERSON OR AIDER LIABILITY.Printed as Section 4008.051, 4008.052, 4008.053, or 4008.054
- Tex. Gov't Code § 4008.056RESCISSION.Printed as Section 4008.054
- Tex. Gov't Code § 4008.057DAMAGES.Printed as Section 4008.054
- Tex. Gov't Code § 4008.062STATUTE OF LIMITATIONS.Printed as Section 4008.052 or 4008.054 | Section 4008.052, 4008.054, or 4008.055
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.