What is article 2.21 of the Texas Business corporation Act?

Under Article 2.21 of the Texas Business Corporation Act (TBCA), for example, shareholders or affiliates cannot be held liable for a corporation's contractual obligations unless they caused the corporation to be used to perpetrate an actual fraud primarily for the purpose of personal benefit .

What is Section 21.411 of the Texas Business Organization Code?

Notice of Meeting. (a) Regular meetings of the board of directors of a corporation may be held with or without notice as prescribed by the corporation's bylaws. (b) Special meetings of the board of directors shall be held with notice as prescribed by the bylaws.

What is Section 152.052 of the Texas Business Organization Code?

Section 152.052 - Rules for Determining If Partnership Is Created (a) Factors indicating that persons have created a partnership include the persons': (1) receipt or right to receive a share of profits of the business; (2) expression of an intent to be partners in the business; (3) participation or right to participate ...

Business Equity Agreement With Negative In Texas

Category:

Real Estate - Contracts - Equity

State:

Multi-State

Control #:

US-00036DR

Format:

Instant download

Description

The Business Equity Agreement with Negative in Texas is a vital legal form facilitating joint investments in real estate, particularly when two parties, referred to as Alpha and Beta, share ownership and financial responsibilities. This document outlines the purchase details of a residential property, including the purchase price, down payment amounts, and financing terms. It clearly delineates the contributions of each party and their ownership percentages in the property, ensuring mutual investment and risk sharing. Furthermore, it establishes the process for occupancy, management of expenses, and distribution of proceeds upon sale, addressing the interests of both investors significantly. The agreement also includes provisions for death, modification, arbitration, and severability, thereby ensuring a balanced and comprehensive approach to potential disputes and changes in circumstances. Target audiences, such as attorneys, partners, owners, associates, paralegals, and legal assistants, will find this form useful for structuring financial agreements in partnerships, resolving disputes, and safeguarding their clients' interests in equity-sharing arrangements. It serves as a clear framework for documenting investments and expectations, crucial in collaborative business ventures.

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FAQ

Sec. 21.413. QUORUM. (a) A quorum of the board of directors is the majority of the number of directors set or established in the manner provided by the certificate of formation or bylaws of a corporation unless the laws of this state, the certificate of formation, or the bylaws require a different number or portion.

Section 27.01 - Fraud in Real Estate and Stock Transactions (a) Fraud in a transaction involving real estate or stock in a corporation or joint stock company consists of a (1) false representation of a past or existing material fact, when the false representation is (A) made to a person for the purpose of inducing that ...

Section 21.418 - Contracts or Transactions Involving Interested Directors and Officers (a) This section applies to a contract or transaction between a corporation and: (1) one or more directors or officers, or one or more affiliates or associates of one or more directors or officers, of the corporation; or (2) an ...

21.057. BYLAWS. (a) The board of directors of a corporation shall adopt initial bylaws. (b) The bylaws may contain provisions for the regulation and management of the affairs of the corporation that are consistent with law and the corporation's certificate of formation.

Under Article 2.21 of the Texas Business Corporation Act (TBCA), for example, shareholders or affiliates cannot be held liable for a corporation's contractual obligations unless they caused the corporation to be used to perpetrate “an actual fraud… primarily for the purpose of personal benefit”.

Notice of Meeting. (a) Regular meetings of the board of directors of a corporation may be held with or without notice as prescribed by the corporation's bylaws. (b) Special meetings of the board of directors shall be held with notice as prescribed by the bylaws.

Section 152.052 - Rules for Determining If Partnership Is Created (a) Factors indicating that persons have created a partnership include the persons': (1) receipt or right to receive a share of profits of the business; (2) expression of an intent to be partners in the business; (3) participation or right to participate ...

(a) The act of a majority of the directors present at a meeting at which a quorum is present at the time of the act is the act of the board of directors of a corporation, unless the act of a greater number is required by the certificate of formation or bylaws of the corporation or by this code.

Without a partnership agreement in place, equal partners assume profits and losses equally. This might work in some cases, but partners with absolutely equal power risk running into a decision-making stalemate that could derail their partnership.

Texas law says that dissolving an at-will partnership requires the agreement of a majority-in-interest of the partners, meaning a group of partners who together own more than 50 percent of the partnership.