2025 Texas Statutes
Business Organizations Code
Title 2 - Corporations
Chapter 21 - For-Profit Corporations
Subchapter E. Shareholder Rights and Restrictions
Section 21.206. Limitation on Action to Enforce Preemptive Right
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.
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.
