(a) In a judicial proceeding under this section, a court shall enforce a close corporation provision without regard to whether there is an adequate remedy at law.
(b) The court may enforce a close corporation provision by injunction, specific performance, or other relief the court determines to be fair and equitable under the circumstances, including:
(1) damages instead of or in addition to specific enforcement;
(2) the appointment of a provisional director or custodian;
(3) the appointment of a receiver for specific assets of the close corporation in accordance with § 11.403;
(4) the appointment of a receiver to rehabilitate the close corporation in accordance with § 11.404;
(5) subject to § 21.757, the liquidation of the assets and business and involuntary termination of the close corporation and appointment of a receiver to effect the liquidation in accordance with § 11.405; and
(6) the termination of close corporation status.

Terms Used In Texas Business Organizations Code 21.756

  • 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
  • Close corporation: means a for-profit corporation that elects to be governed as a close corporation in accordance with Subchapter 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
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Director: means an individual who serves on the board of directors of a foreign or domestic corporation. See Texas Business Organizations Code 1.002
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • Law: means , unless the context requires otherwise, both statutory and common law. See Texas Business Organizations Code 1.002

(c) The court may not order termination of close corporation status under Subsection (b)(6) unless the court determines that:
(1) any other remedy in law or equity, including appointment of a provisional director, custodian, or other type of receiver, is inadequate; and
(2) the size, the nature of the business, or the number of shareholders of the close corporation, or their relationship to one another or other similar factors, make it wholly impractical to continue close corporation status.

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