Title BO, Business Organizations Code

Sec. 200.004. ULTRA VIRES ACTS. (a) Lack of capacity of a real estate investment trust may not be the basis of any claim or defense at law or in equity. (b) An act of a real estate investment trust or a transfer of property by or to a real estate investment trust is not invalid b…

Sec. 200.005. SUPPLEMENTARY POWERS OF REAL ESTATE INVESTMENT TRUST. (a) Subject to Section 2.113(a) and in addition to the powers specified in Section 2.101, a real estate investment trust may engage in activities mandated or authorized by: (1) provisions of the Internal Revenue …

Sec. 200.006. REQUIREMENT THAT FILING INSTRUMENT BE SIGNED BY OFFICER. Unless otherwise provided by this chapter, a filing instrument of a real estate investment trust may be signed by an officer of the real estate investment trust. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan…

Sec. 200.051. DECLARATION OF TRUST. For purposes of this code, the certificate of formation of a real estate investment trust is a declaration of trust. The certificate of formation may be titled "declaration of trust" or "certificate of formation." Acts 2003, 78th Leg., ch. 182,…

Sec. 200.052. NO PROPERTY RIGHT IN CERTIFICATE OF FORMATION. A shareholder of a real estate investment trust does not have a vested property right resulting from the certificate of formation, including a provision in the certificate of formation relating to the management, contro…

Sec. 200.053. PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION. (a) To adopt an amendment to the certificate of formation of a real estate investment trust as provided by Subchapter B, Chapter 3, the trust managers shall: (1) adopt a resolution stating the proposed amend…

Sec. 200.054. ADOPTION OF AMENDMENT BY TRUST MANAGERS. If a real estate investment trust does not have any issued and outstanding shares, the trust managers may adopt a proposed amendment to the real estate investment trust's certificate of formation by resolution without shareho…

Sec. 200.055. ADOPTION OF AMENDMENT BY SHAREHOLDERS. If a real estate investment trust has issued and outstanding shares: (1) a resolution described by Section 200.053 must also direct that the proposed amendment be submitted to a vote of the shareholders at a meeting; and (2) th…

Sec. 200.056. NOTICE OF AND MEETING TO CONSIDER PROPOSED AMENDMENT. (a) Each shareholder of record entitled to vote shall be given written notice containing the proposed amendment or a summary of the changes to be effected within the time and in the manner provided by this code f…

Sec. 200.057. ADOPTION OF RESTATED CERTIFICATE OF FORMATION. (a) A real estate investment trust may adopt a restated certificate of formation as provided by Subchapter B, Chapter 3, by following the same procedures to amend its certificate of formation under Sections 200.053-200.…

Sec. 200.058. BYLAWS. (a) The trust managers of a real estate investment trust shall adopt initial bylaws. (b) The bylaws may contain provisions for the regulation and management of the affairs of the real estate investment trust that are consistent with law and the real estate i…

Sec. 200.059. DUAL AUTHORITY. Unless the certificate of formation or a bylaw adopted by the shareholders provides otherwise as to all or a part of a real estate investment trust's bylaws, the shareholders of a real estate investment trust may amend, repeal, or adopt the bylaws of…

Sec. 200.060. ORGANIZATION MEETING. (a) After the real estate investment trust has been formed, the initial trust managers of the real estate investment trust shall hold an organization meeting, at the call of a majority of those trust managers, for the purpose of adopting bylaws…

Sec. 200.101. NUMBER. A real estate investment trust may issue the number of shares stated in the real estate investment trust's certificate of formation. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 200.102. CLASSIFICATION OF SHARES. A real estate investment trust may provide in the real estate investment trust's certificate of formation: (1) that a specified class of shares is preferred over another class of shares as to its distributive share of the assets on voluntar…

Sec. 200.103. CLASSES OF SHARES ESTABLISHED BY TRUST MANAGERS. (a) A real estate investment trust may provide in the real estate investment trust's certificate of formation that the trust managers may classify or reclassify any unissued shares by setting or changing the preferenc…

Sec. 200.104. ISSUANCE OF SHARES. (a) A real estate investment trust may issue shares for consideration if authorized by the trust managers. (b) Shares may not be issued until the consideration, determined in accordance with this subchapter, has been paid to the real estate inves…

Sec. 200.105. TYPES OF CONSIDERATION FOR ISSUANCE OF SHARES. Shares with or without par value may be issued by a real estate investment trust for the following types of consideration: (1) a tangible or intangible benefit to the real estate investment trust; (2) cash; (3) a promis…

Sec. 200.106. DETERMINATION OF CONSIDERATION FOR SHARES. Consideration to be received by a real estate investment trust for shares shall be determined by the trust managers. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 200.107. AMOUNT OF CONSIDERATION FOR ISSUANCE OF SHARES WITH PAR VALUE. Consideration to be received by a real estate investment trust for the issuance of shares with par value may not be less than the par value of the shares. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan.…

Sec. 200.108. VALUE OF CONSIDERATION. In the absence of fraud in the transaction, the judgment of the trust managers is conclusive in determining the value of the consideration received for the shares. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 200.109. LIABILITY OF ASSIGNEE OR TRANSFEREE. An assignee or transferee of certificated shares, uncertificated shares, or a subscription for shares in good faith and without knowledge that full consideration for the shares or subscription has not been paid may not be held pe…

Sec. 200.110. SUBSCRIPTIONS. (a) A real estate investment trust may accept a subscription by notifying the subscriber in writing. (b) A subscription to purchase shares in a real estate investment trust that is in the process of being formed is irrevocable for six months if the su…

Sec. 200.111. PREFORMATION SUBSCRIPTION. (a) A real estate investment trust may determine the payment terms of a preformation subscription unless the payment terms are specified by the subscription. The payment terms may authorize payment in full on acceptance or by installments.…

Sec. 200.112. COMMITMENT IN CONNECTION WITH PURCHASE OF SHARES. (a) A person who contemplates the acquisition of shares in a real estate investment trust may commit to act in a specified manner with respect to the shares after the acquisition, including the voting of the shares o…

Sec. 200.113. SUPPLEMENTAL REQUIRED RECORDS. In addition to the books and records required to be kept under Section 3.151, a real estate investment trust must keep at its principal office or place of business, or at the office of its transfer agent or registrar, a record of the n…

Sec. 200.151. REGISTERED HOLDERS AS OWNERS. Except as otherwise provided by this code and subject to Chapter 8, Business & Commerce Code, a real estate investment trust may consider the person registered as the owner of a share in the share transfer records of the real estate inv…

Sec. 200.152. NO STATUTORY PREEMPTIVE RIGHT UNLESS SPECIFICALLY PROVIDED BY CERTIFICATE OF FORMATION. A shareholder of a real estate investment trust does not have a preemptive right to acquire securities except to the extent specifically provided by the certificate of formation.…

Sec. 200.153. CHARACTERIZATION AND TRANSFER OF SHARES AND OTHER SECURITIES. Except as otherwise provided by this code, the shares and other securities of a real estate investment trust are: (1) personal property for all purposes; and (2) transferable in accordance with Chapter 8,…

Sec. 200.154. RESTRICTION ON TRANSFER OF SHARES AND OTHER SECURITIES. (a) A restriction on the transfer or registration of transfer of a security may be imposed by: (1) the real estate investment trust's certificate of formation; (2) the real estate investment trust's bylaws; (3)…

Sec. 200.155. VALID RESTRICTION ON TRANSFER. Notwithstanding Sections 200.154 and 200.157, a restriction placed on the transfer or registration of transfer of a security of a real estate investment trust is valid if the restriction reasonably: (1) obligates the holder of the rest…

Sec. 200.156. BYLAW OR AGREEMENT RESTRICTING TRANSFER OF SHARES OR OTHER SECURITIES. (a) A real estate investment trust that has adopted a bylaw or is a party to an agreement that restricts the transfer of the shares or other securities of the real estate investment trust may fil…

Sec. 200.157. ENFORCEABILITY OF RESTRICTION ON TRANSFER OF CERTAIN SECURITIES. (a) A restriction placed on the transfer or registration of the transfer of a security of a real estate investment trust is specifically enforceable against the holder, or a successor or transferee of …

Sec. 200.158. JOINT OWNERSHIP OF SHARES. (a) If shares are registered on the books of a real estate investment trust in the names of two or more persons as joint owners with the right of survivorship and one of the owners dies, the real estate investment trust may record on its b…

Sec. 200.159. LIABILITY FOR DESIGNATING OWNER OF SHARES. A real estate investment trust or an officer, trust manager, employee, or agent of the real estate investment trust may not be held liable for considering a person to be the owner of a share for a purpose described by Secti…

Sec. 200.160. LIABILITY REGARDING JOINT OWNERSHIP OF SHARES. A real estate investment trust that transfers shares or makes a distribution to a surviving joint owner under Section 200.158 before the real estate investment trust has received a written claim for the shares or distri…

Sec. 200.161. LIMITATION OF LIABILITY FOR OBLIGATIONS. (a) A holder of shares, an owner of any beneficial interest in shares, or a subscriber for shares whose subscription has been accepted is not under an obligation to the real estate investment trust or its obligees with respec…

Sec. 200.162. PREEMPTION OF LIABILITY. The liability of a holder, beneficial owner, or subscriber of shares of a real estate investment trust for an obligation that is limited by Section 200.161 is exclusive and preempts any other liability imposed for that obligation under commo…

Sec. 200.163. EXCEPTIONS TO LIMITATIONS. Section 200.161 or 200.162 does not limit the obligation of a holder, beneficial owner, or subscriber to the obligee of the real estate investment trust if that person: (1) expressly assumes, guarantees, or agrees to be personally liable t…

Sec. 200.164. PLEDGEES AND TRUST ADMINISTRATORS. (a) A pledgee or other holder of shares as collateral security is not personally liable as a shareholder. (b) An executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver is not per…

Sec. 200.201. AUTHORITY FOR DISTRIBUTIONS. The trust managers of a real estate investment trust may authorize a distribution and the real estate investment trust may make a distribution, subject to Section 200.202 and any restriction in the certificate of formation. Acts 2003, 78…

Sec. 200.202. LIMITATIONS ON DISTRIBUTIONS. (a) A real estate investment trust may not make a distribution: (1) if the real estate investment trust would be insolvent after the distribution; or (2) that is more than the surplus of the real estate investment trust. (b) Notwithstan…

Sec. 200.203. PRIORITY OF DISTRIBUTIONS. A real estate investment trust's indebtedness that arises as a result of the declaration of a distribution and a real estate investment trust's indebtedness issued in a distribution are at parity with the real estate investment trust's ind…

Sec. 200.204. RESERVES, DESIGNATIONS, AND ALLOCATIONS FROM SURPLUS. (a) A real estate investment trust, by resolution of the trust managers of the real estate investment trust, may: (1) create a reserve out of the surplus of the real estate investment trust; or (2) designate or a…

Sec. 200.205. AUTHORITY FOR SHARE DIVIDENDS. The trust managers of a real estate investment trust may authorize a share dividend, and the real estate investment trust may pay a share dividend subject to Section 200.206 and any restriction in the certificate of formation. Acts 200…

Sec. 200.206. LIMITATIONS ON SHARE DIVIDENDS. (a) A real estate investment trust may not pay a share dividend in authorized but unissued shares of any class if the surplus of the real estate investment trust is less than the amount required by Section 200.208 to be transferred to…