{"data":{"id":"us-tx/tex.-business-organizations-code-21.729","jurisdiction":"us-tx","citation":"Tex. Business Organizations Code § 21.729","heading":"LIMITATION OF SHAREHOLDER'S LIABILITY.","body":"(a) A shareholder of a close corporation described by Section 21.725 is not liable because of a shareholders' vote or shareholder action without a vote unless the shareholder had the right to vote or consent to the action.\n(b) A shareholder of a close corporation, without regard to the right to vote or consent, may not be held liable for an action taken by the shareholders or a person empowered to manage the business and affairs of the close corporation under a shareholders' agreement if the shareholder dissents from and has not voted for or consented to the action.\n(c) The dissent of a shareholder may be proven by:\n(1) an entry in the minutes of the meeting of shareholders;\n(2) a written dissent filed with the secretary of the meeting before the adjournment of the meeting;\n(3) a written dissent that is sent to the secretary of the close corporation:\n(A) promptly after the meeting or after a written consent was obtained from the other shareholders; and\n(B) by certified or registered mail, return receipt requested, or by other means specified in the corporation's governing documents; or\n(4) any other means reasonably evidencing the dissent.\nActs 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.\nAmended by:\nActs 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 14, eff. September 1, 2017.","path":["BUSINESS ORGANIZATIONS CODE","TITLE 2. CORPORATIONS","CHAPTER 21. FOR-PROFIT CORPORATIONS","SUBCHAPTER O. CLOSE CORPORATION"],"source_url":"https://statutes.capitol.texas.gov/Docs/BO/htm/BO.21.htm#21.729","current_through":"89th 2nd Called Legislative Session, 2025","vintage":"","retrieved_at":"2026-08-27T01:46:58Z","sha256":"58032069ab0f013d34c0ceb0ccefa3957bc25fc4cdc38d6b9b50166785cd74b7","source_id":"us-tx","stale":false,"prev":"us-tx/tex.-business-organizations-code-21.728","next":"us-tx/tex.-business-organizations-code-21.730"},"notice":"GroundRules: Original legal text. Not legal advice."}