Texas Business Organizations Code 21.301 – Definitions
Terms Used In Texas Business Organizations Code 21.301
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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
In this subchapter:
(1) “Distribution limit,” with respect to a distribution made by a corporation, other than a distribution described by Subdivision (2), means:
(A) the net assets of the corporation if the distribution:
(i) is a purchase or redemption of its own shares by a corporation that:
(a) is eliminating fractional shares;
(b) is collecting or compromising indebtedness owed by or to the corporation; or
(c) is paying dissenting shareholders entitled to payment for their shares under this code; or
(ii) is made by a consuming assets corporation and is not the purchase or redemption of its own shares; or
(B) the surplus of the corporation for a distribution not described by Paragraph (A).
(2) “Distribution limit,” with respect to a distribution that is a purchase or redemption of its own shares by an investment company the certificate of formation of which provides that the company may purchase the company’s own shares out of stated capital, means the net assets of the investment company rather than the surplus of the investment company.
(3) “Investment company” means a corporation registered as an open-end company under the Investment Company Act.