Texas Business Organizations Code 3.205 – Notice for Uncertificated Ownership Interest
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(a) Except as provided by Subsection (c) and in accordance with Chapter 8, Business & Commerce Code, after an issuance or transfer of an uncertificated ownership interest in a domestic entity, the owner of the ownership interest shall be notified in writing or by electronic transmission of any information required under this subchapter to be stated on a certificate representing the ownership interest.
(b) Except as otherwise expressly provided by law, the rights and obligations of the owner of an uncertificated ownership interest are the same as the rights and obligations of the owner of a certificated ownership interest of the same class and series.
Terms Used In Texas Business Organizations Code 3.205
- Business: means a trade, occupation, profession, or other commercial activity. See Texas Business Organizations Code 1.002
- Certificated ownership interest: means an ownership interest of a domestic entity represented by a certificate issued in bearer or registered form. 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
- Electronic transmission: means a form of communication, including communication by use of or participation in one or more electronic data systems, that:
(A) does not directly involve the physical transmission of paper;
(B) creates a record that may be retained, retrieved, and reviewed by the recipient; and
(C) may be directly reproduced in paper form by the recipient through an automated process. See Texas Business Organizations Code 1.002 - Entity: means a domestic entity or foreign entity. 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 - in writing: includes any representation of words, letters, or figures, whether by writing, printing, or other means. See Texas Government Code 312.011
- Law: means , unless the context requires otherwise, both statutory and common law. See Texas Business Organizations Code 1.002
- Ownership interest: means an owner's interest in an entity. See Texas Business Organizations Code 1.002
- Uncertificated ownership interest: means an ownership interest in a domestic entity that is not represented by an instrument and is transferred by:
(A) amendment of the governing documents of the entity; or
(B) registration on books maintained by or on behalf of the entity for the purpose of registering transfers of ownership interests. See Texas Business Organizations Code 1.002
(c) The owner of an uncertificated ownership interest in a domestic entity is not required to be notified under Subsection (a) if:
(1) the required information is included in the governing documents of the entity; and
(2) the owner of the uncertificated ownership interest is provided with a copy of the governing documents.