Texas Business Organizations Code 21.306 – Deposit of Money for Redemption
(a) After the date the notice of redemption required by § 21.305 is sent and before the day after the date set for redemption of redeemable shares of the corporation, a corporation may deposit with a bank or trust company in this or another state of the United States appointed and acting as transfer agent for the corporation an amount sufficient to redeem the shares called for redemption. The amount must be deposited as a trust fund.
(b) Unless the corporation’s certificate of formation provides otherwise, if a corporation deposits money and gives payment instructions in accordance with Subsection (a) and § 21.307(b):
(1) the shares called for redemption are considered redeemed, and distributions on those shares cease to accrue on and after the date set for redemption; and
(2) the deposit constitutes full payment of the shares called for redemption to the holders of the shares on and after the date set for redemption.
Terms Used In Texas Business Organizations Code 21.306
- 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
- United States: includes a department, bureau, or other agency of the United States of America. See Texas Government Code 311.005
(c) Unless the certificate of formation provides otherwise, after the date a deposit is made and instructions are given under this section and § 21.307(b), the shares called for redemption are not considered outstanding, and the holders of the shares cease to be shareholders of the shares and have no right with respect to the shares other than:
(1) the right to receive payment of the redemptive price of the shares without interest from the bank or trust company; and
(2) any right to convert those shares.
(d) Unless the certificate of formation provides otherwise, a bank or trust company receiving a deposit under this section shall pay to the corporation on demand the balance of the amount deposited if one or more holders of the shares called for redemption do not claim for redemption the amount deposited on or before the sixth anniversary of the date of the deposit. After making a payment under this subsection, the bank or trust company is relieved of all responsibility to the holders with respect to the amount deposited.