1. (a) In this section, "closely held corporation" means a corporation that has:

   1. (1) fewer than 35 shareholders; and
   2. (2) no shares listed on a national securities exchange or regularly quoted in an over-the-counter market by one or more members of a national securities association.
2. (b) Sections 21.552-21.560 do not apply to a derivative proceeding by a shareholder of a closely held corporation against a present or former director, officer, or shareholder of the corporation. In the event the shareholder also asserts a claim in the derivative proceeding against a person who is not a present or former director, officer, or shareholder, this subsection applies only to a claim in the derivative proceeding against a present or former director, officer, or shareholder.

3. (c) If Sections 21.552-21.560 do not apply because of Subsection (b) and if justice requires:

   1. (1) a derivative proceeding brought by a shareholder of a closely held corporation may be treated by a court as a direct action brought by the shareholder for the shareholder's own benefit; and
   2. (2) a recovery in a direct or derivative proceeding by a shareholder may be paid directly to the plaintiff or to the corporation if necessary to protect the interests of creditors or other shareholders of the corporation.
4. (d) Other provisions of state law govern whether a shareholder has a direct cause of action or right to sue a director, officer, or shareholder, and this section may not be construed to create that direct cause of action or right to sue.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 84, eff. September 1, 2007.

Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 12, eff. September 1, 2019.

Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411), Sec. 30, eff. September 1, 2025.