(a) A certificate representing the ownership interest in a domestic entity may contain an impression of the seal of the entity, if any. A facsimile of the entity’s seal may be printed or lithographed on the certificate.
(b) If a domestic entity is authorized to issue ownership interests of more than one class or series, each certificate representing ownership interests that is issued by the entity must conspicuously state on the front or back of the certificate:
(1) the designations, preferences, limitations, and relative rights of the ownership interests of each class or series to the extent they have been determined and the authority of the governing authority to make those determinations as to subsequent series; or
(2) that the information required by Subdivision (1) is stated in the domestic entity’s governing documents and that the domestic entity, on written request to the entity’s principal place of business or registered office, will provide a free copy of that information to the record holder of the certificate.

Terms Used In Texas Business Organizations Code 3.202

  • Business: means a trade, occupation, profession, or other commercial activity. See Texas Business Organizations Code 1.002
  • 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
  • Domestic entity: means an organization formed under or the internal affairs of which are governed by this code. See Texas Business Organizations Code 1.002
  • Entity: means a domestic entity or foreign entity. See Texas Business Organizations Code 1.002
  • Governing authority: means a person or group of persons who are entitled to manage and direct the affairs of an entity under this code and the governing documents of the entity, except that if the governing documents of the entity or this code divide the authority to manage and direct the affairs of the entity among different persons or groups of persons according to different matters, "governing authority" means the person or group of persons entitled to manage and direct the affairs of the entity with respect to a matter under the governing documents of the entity or this code. See Texas Business Organizations Code 1.002
  • Governing documents: means :
    (A) in the case of a domestic entity:
    (i) the certificate of formation for a domestic filing entity or the document or agreement under which a domestic nonfiling entity is formed; and
    (ii) the other documents or agreements adopted by the entity under this code to govern the formation or the internal affairs of the entity; or
    (B) in the case of a foreign entity, the instruments, documents, or agreements adopted under the law of its jurisdiction of formation to govern the formation or the internal affairs of the entity. See Texas Business Organizations Code 1.002
  • Ownership interest: means an owner's interest in an entity. See Texas Business Organizations Code 1.002
  • Person: means an individual or a corporation, partnership, limited liability company, business trust, trust, association, or other organization, estate, government or governmental subdivision or agency, or other legal entity, or a protected series or registered series of a domestic limited liability company or foreign entity. See Texas Business Organizations Code 1.002
  • Real estate investment trust: means an entity governed as a real estate investment trust under Title 5. See Texas Business Organizations Code 1.002
  • Secretary: means the:
    (A) individual designated as secretary of an entity under the entity's governing documents; or
    (B) officer or committee of persons authorized to perform the functions of secretary of an entity without regard to the designated name of the officer or committee. See Texas Business Organizations Code 1.002
  • Share: means a unit into which the ownership interest in a for-profit corporation, professional corporation, real estate investment trust, or professional association is divided, regardless of whether the share is certificated or uncertificated. See Texas Business Organizations Code 1.002
  • written: means an expression of words, letters, characters, numbers, symbols, figures, or other textual information that is inscribed on a tangible medium or that is stored in an electronic or other medium that is retrievable in a perceivable form. See Texas Business Organizations Code 1.002

(c) A certificate representing ownership interests must state on the front of the certificate:
(1) that the domestic entity is organized under the laws of this state;
(2) the name of the person to whom the certificate is issued;
(3) the number and class of ownership interests and the designation of the series, if any, represented by the certificate; and
(4) if the ownership interests are shares, the par value of each share represented by the certificate, or a statement that the shares are without par value.
(d) A certificate representing ownership interests that is subject to a restriction, placed by or agreed to by the domestic entity under this code, or otherwise contained in its governing documents, on the transfer or registration of the transfer of the ownership interests must:
(1) conspicuously state or provide a summary of the restriction on the front of the certificate;
(2) state the restriction on the back of the certificate and conspicuously refer to that statement on the front of the certificate; or
(3) conspicuously state on the front or back of the certificate that a restriction exists pursuant to a specified document and:
(A) that the domestic entity, on written request to the entity’s principal place of business, will provide a free copy of the document to the certificate record holder; or
(B) if the document has been filed in accordance with this code, that the document:
(i) is on file with the secretary of state or, in the case of a real estate investment trust, with the county clerk of the county in which the real estate investment trust’s principal place of business is located; and
(ii) contains a complete statement of the restriction.
(e) A domestic entity that fails to provide to the record holder of a certificate within a reasonable time a document as required by Subsection (d)(3)(A) may not enforce the entity’s rights under the restriction imposed on the certificated ownership interests.
(f) A certificate representing ownership interests may not be issued in bearer form.

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