Texas § 21.206 LIMITATION ON ACTION TO ENFORCE PREEMPTIVE RIGHT.

Texas Statutes

§ 21.206 — LIMITATION ON ACTION TO ENFORCE PREEMPTIVE RIGHT.

Texas § 21.206

Code BOBusiness Organizations Code

This text of Texas § 21.206 (LIMITATION ON ACTION TO ENFORCE PREEMPTIVE RIGHT.) is published on Counsel Stack Legal Research, covering Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Tex. Business Organizations Code Code Ann. § 21.206 (2026).

Text

Sec. 21.206. LIMITATION ON ACTION TO ENFORCE PREEMPTIVE RIGHT.

(a)An action brought against a corporation, the board of directors or an officer, shareholder, or agent of the corporation, or an owner of a beneficial interest in shares of the corporation for the violation of a preemptive right of a shareholder under Sections 21.203 and 21.204 must be brought not later than the earlier of:

(1)the first anniversary of the date written notice is given to each shareholder whose preemptive right was violated; or

(2)the fourth anniversary of the latest of:

(A)the date the corporation issued the shares, securities, or rights;

(B)the date the corporation sold the shares, securities, or rights; or

(C)the date the corporation otherwise distributed the shares, securities, or rights.

(b)The notic

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Sec. 21.206. LIMITATION ON ACTION TO ENFORCE PREEMPTIVE RIGHT. (a) An action brought against a corporation, the board of directors or an officer, shareholder, or agent of the corporation, or an owner of a beneficial interest in shares of the corporation for the violation of a preemptive right of a shareholder under Sections 21.203 and 21.204 must be brought not later than the earlier of:
(1) the first anniversary of the date written notice is given to each shareholder whose preemptive right was violated; or
(2) the fourth anniversary of the latest of:
(A) the date the corporation issued the shares, securities, or rights;
(B) the date the corporation sold the shares, securities, or rights; or
(C) the date the corporation otherwise distributed the shares, securities, or rights.
(b) The notice required by Subsection (a)(1) must:
(1) be sent to the holder at the address for the holder as shown on the appropriate records of the corporation; and
(2) inform the holder that the issuance, sale, or other distribution of shares, securities, or rights violated the holder's preemptive right.

Legislative History

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. Amended by: Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748 ), Sec. 24, eff. September 1, 2011.