Texas § 21.222 PENALTY FOR REFUSAL TO PERMIT EXAMINATION OF CERTAIN RECORDS.

Texas Statutes

§ 21.222 — PENALTY FOR REFUSAL TO PERMIT EXAMINATION OF CERTAIN RECORDS.

Texas § 21.222

Code BOBusiness Organizations Code

This text of Texas § 21.222 (PENALTY FOR REFUSAL TO PERMIT EXAMINATION OF CERTAIN RECORDS.) 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. § 21.222 (2026).

Text

Sec. 21.222. PENALTY FOR REFUSAL TO PERMIT EXAMINATION OF CERTAIN RECORDS.

(a)A corporation that refuses to allow a person to examine and make copies of account records, minutes, and share transfer records under Section 21.218 is liable to the shareholder for any cost or expense, including attorney's fees, incurred in enforcing the shareholder's rights under Section 21.218 . The liability imposed on a corporation under this subsection is in addition to any other damages or remedy afforded to the shareholder by law.

(b)It is a defense to an action brought under this section that the person suing:

(1)has, within the two years preceding the date the action is brought, sold or offered for sale a list of shareholders or of holders of voting trust certificates for shares of the corporation or

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Sec. 21.222. PENALTY FOR REFUSAL TO PERMIT EXAMINATION OF CERTAIN RECORDS. (a) A corporation that refuses to allow a person to examine and make copies of account records, minutes, and share transfer records under Section 21.218 is liable to the shareholder for any cost or expense, including attorney's fees, incurred in enforcing the shareholder's rights under Section 21.218 . The liability imposed on a corporation under this subsection is in addition to any other damages or remedy afforded to the shareholder by law.
(b) It is a defense to an action brought under this section that the person suing:
(1) has, within the two years preceding the date the action is brought, sold or offered for sale a list of shareholders or of holders of voting trust certificates for shares of the corporation or any other corporation;
(2) has aided or abetted a person in procuring a list of shareholders or of holders of voting trust certificates for the purpose described by Subdivision (1);
(3) has improperly used information obtained through a prior examination of the books and account records, minutes, or share transfer records of the corporation or any other corporation; or
(4) was not acting in good faith or for a proper purpose in making the person's request for examination.

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. 25, eff. September 1, 2011.