Sec. 21.729. LIMITATION OF SHAREHOLDER'S LIABILITY

1. (a) A shareholder of a close corporation described by Section 21.725 is not liable because of a shareholders' vote or shareholder action without a vote unless the shareholder had the right to vote or consent to the action.
2. (b) A shareholder of a close corporation, without regard to the right to vote or consent, may not be held liable for an action taken by the shareholders or a person empowered to manage the business and affairs of the close corporation under a shareholders' agreement if the shareholder dissents from and has not voted for or consented to the action.

3. (c) The dissent of a shareholder may be proven by:

   1. (1) an entry in the minutes of the meeting of shareholders;
   2. (2) a written dissent filed with the secretary of the meeting before the adjournment of the meeting;

   3. (3) a written dissent that is sent to the secretary of the close corporation:

      1. (A) promptly after the meeting or after a written consent was obtained from the other shareholders; and
      2. (B) by certified or registered mail, return receipt requested, or by other means specified in the corporation's governing documents; or
   4. (4) any other means reasonably evidencing the dissent.

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

Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 14, eff. September 1, 2017.