Terms Used In Texas Business Organizations Code 21.451

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Business: means a trade, occupation, profession, or other commercial activity. See Texas Business Organizations Code 1.002
  • 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
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Domestic: means , with respect to an entity, that the entity is formed under this code or the entity's internal affairs are governed by this code. See Texas Business Organizations Code 1.002
  • Foreign: means , with respect to an entity, that the entity is formed under, and the entity's internal affairs are governed by, the laws of a jurisdiction other than this state. See Texas Business Organizations Code 1.002
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Property: includes tangible and intangible property and an interest in that property. See Texas Business Organizations Code 1.002

In this subchapter:
(1) “Participating shares” means shares that entitle the holders of the shares to participate without limitation in distributions.
(2) “Sale of all or substantially all of the assets” means the sale, lease, exchange, or other disposition, other than a pledge, mortgage, deed of trust, or trust indenture unless otherwise provided by the certificate of formation, of all or substantially all of the property and assets of a domestic corporation that is not made in the usual and regular course of the corporation‘s business without regard to whether the disposition is made with the goodwill of the business. The term does not include a transaction that results in the corporation directly or indirectly:
(A) continuing to engage in one or more businesses; or
(B) applying a portion of the consideration received in connection with the transaction to the conduct of a business that the corporation engages in after the transaction.
(3) “Shares” includes a receipt or other instrument issued by a depository representing an interest in one or more shares or fractions of shares of a domestic or foreign corporation that are deposited with the depository.
(4) “Voting shares” means shares that entitle the holders of the shares to vote unconditionally in elections of directors.

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