Texas Business Organizations Code 21.303 – Limitations On Distributions
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(a) A corporation may not make a distribution that violates the corporation‘s certificate of formation.
(b) Unless the distribution is made in compliance with Chapter 11, a corporation may not make a distribution:
(1) if the corporation would be insolvent after the distribution; or
(2) that exceeds the distribution limit.
Terms Used In Texas Business Organizations Code 21.303
- Certificate of formation: means :
(A) the document required to be filed with the filing officer under Chapter 3 to form a filing entity; and
(B) if appropriate, a restated certificate of formation and all amendments of an original or restated certificate of formation. See Texas Business Organizations Code 1.002 - Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means an entity governed as a corporation under Title 2 or 7. See Texas Business Organizations Code 1.002
- Insolvent: means a person who is unable to pay the person's debts as they become due in the usual course of business or affairs. See Texas Business Organizations Code 1.002