2025 Texas Statutes
Business Organizations Code
Title 2 - Corporations
Chapter 21 - For-Profit Corporations
Subchapter E. Shareholder Rights and Restrictions
Section 21.201. Registered Holders as Owners; Shares Held by Nominees
Sec. 21.201. REGISTERED HOLDERS AS OWNERS; SHARES HELD BY NOMINEES. (a) Except as otherwise provided by this code and subject to Chapter 8, Business & Commerce Code, a corporation may consider the person registered as the owner of a share in the share transfer records of the corporation at a particular time, including a record date set under Section 6.101 or 6.102 or Subchapter H, as the owner of that share at that time for purposes of:
(1) voting the share;
(2) receiving distributions on the share;
(3) transferring the share;
(4) receiving notice, exercising rights of dissent, exercising or waiving a preemptive right, or giving proxies with respect to that share;
(5) entering into agreements with respect to that share in accordance with Section 6.251, 6.252, or 21.210; or
(6) any other shareholder action.
(b) A corporation may establish a procedure by which the corporation recognizes as a shareholder the beneficial owner of shares registered in the name of a nominee.
(c) A procedure established under Subsection (b) must:
(1) determine the extent of the corporation's recognition of the beneficial owner as a shareholder; and
(2) include the nominee's filing of a statement with the corporation that contains information regarding the beneficial owner.
(d) A procedure established under Subsection (b) may set forth:
(1) the types of nominees to which the procedure applies;
(2) the rights or privileges that the corporation will recognize in a beneficial owner, to the extent that the rights or privileges are not inconsistent with Section 10.361(g);
(3) the manner in which the procedure is selected by the nominee;
(4) the information that must be provided when the procedure is selected;
(5) the period for which the selection of the procedure is effective; and
(6) any other aspect of the rights and duties to be established under the procedure.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 33, eff. September 1, 2009.
