Texas Articles 5.11, 5.12 and 5.13 of Texas Business Corporation Act

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• Control #: US-CC-12-1358I
• Format: Word; Rich Text

Description

This is a sample of certain articles contained in the Texas Business Corp. Act, which may be used across the United States. These articles discuss appraisal rights provisions. Texas Articles 5.11, 5.12, and 5.13 of the Texas Business Corporation Act are important sections that provide guidance and regulations for corporations operating within the state of Texas. It is crucial for businesses and entrepreneurs to understand the details and implications of these articles to ensure compliance with the law. Texas Article 5.11: This section of the Texas Business Corporation Act focuses on the modification of certificate of formation. It describes the process and requirements for making changes to the certificate, including amendments to the articles of incorporation, such as altering the corporation's name, purpose, duration, or authorized shares of stock. Article 5.11 also outlines the procedures for filing these modifications with the Secretary of State and notifies shareholders regarding any amendments adopted. Texas Article 5.12: Article 5.12 pertains to the contents and filing of certificates of merger or exchange. It explains the requirements and procedures that corporations must follow when merging with or exchanging their shares for another corporation. This section specifies the necessary information to be included in the certificates, including the names of the corporations involved, the terms and conditions of the merger or exchange, and other relevant details. It further discusses the filing process with the Secretary of State and the subsequent effects on the corporations involved. Texas Article 5.13: Article 5.13 discusses the appraisal rights available to shareholders in certain circumstances. It allows shareholders to dissent from specific corporate actions, such as mergers, consolidations, or certain sales of assets, providing them with the option to have their shares independently appraised and receive fair value for their ownership interest. The article outlines the requirements for exercising appraisal rights, including timely notice and evaluation procedures. It also mentions the responsibilities of corporations in responding to dissenting shareholders and the consequences of appraisal actions. It is important to note that these articles can vary across different jurisdictions or may have been amended in Texas Business Corporation Act. Therefore, it is advisable to consult the official statutes and legal counsel for the most up-to-date and accurate information on Texas Articles 5.11, 5.12, and 5.13 of the Texas Business Corporation Act.

Texas Articles 5.11, 5.12, and 5.13 of the Texas Business Corporation Act are important sections that provide guidance and regulations for corporations operating within the state of Texas. It is crucial for businesses and entrepreneurs to understand the details and implications of these articles to ensure compliance with the law. Texas Article 5.11: This section of the Texas Business Corporation Act focuses on the modification of certificate of formation. It describes the process and requirements for making changes to the certificate, including amendments to the articles of incorporation, such as altering the corporation's name, purpose, duration, or authorized shares of stock. Article 5.11 also outlines the procedures for filing these modifications with the Secretary of State and notifies shareholders regarding any amendments adopted. Texas Article 5.12: Article 5.12 pertains to the contents and filing of certificates of merger or exchange. It explains the requirements and procedures that corporations must follow when merging with or exchanging their shares for another corporation. This section specifies the necessary information to be included in the certificates, including the names of the corporations involved, the terms and conditions of the merger or exchange, and other relevant details. It further discusses the filing process with the Secretary of State and the subsequent effects on the corporations involved. Texas Article 5.13: Article 5.13 discusses the appraisal rights available to shareholders in certain circumstances. It allows shareholders to dissent from specific corporate actions, such as mergers, consolidations, or certain sales of assets, providing them with the option to have their shares independently appraised and receive fair value for their ownership interest. The article outlines the requirements for exercising appraisal rights, including timely notice and evaluation procedures. It also mentions the responsibilities of corporations in responding to dissenting shareholders and the consequences of appraisal actions. It is important to note that these articles can vary across different jurisdictions or may have been amended in Texas Business Corporation Act. Therefore, it is advisable to consult the official statutes and legal counsel for the most up-to-date and accurate information on Texas Articles 5.11, 5.12, and 5.13 of the Texas Business Corporation Act.