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Texas · Through 89th 2nd Called Legislative Session, 2025

Tex. Business Organizations Code § 21.107: LIABILITY OF SHAREHOLDER.

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Where this section sits in the code
  1. BUSINESS ORGANIZATIONS CODE
  2. TITLE 2. CORPORATIONS
  3. CHAPTER 21. FOR-PROFIT CORPORATIONS
  4. SUBCHAPTER C. SHAREHOLDERS' AGREEMENTS

The existence of or a performance under a shareholders' agreement authorized by this subchapter is not a ground for imposing personal liability on a shareholder for an act or obligation of the corporation by disregarding the separate existence of the corporation or otherwise, even if the agreement or a performance under the agreement:

(1) treats the corporation as if the corporation were a partnership or in a manner that otherwise is appropriate only among partners;

(2) results in the corporation being considered a partnership for purposes of taxation; or

(3) results in failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Collected 2026-08-27T01:46:58Z. Source file · JSON

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