Tex. Codes » Business Organizations Code · TITLE 2. CORPORATIONS · CHAPTER 21. FOR-PROFIT CORPORATIONS
Texas Codes

Tex. Bus. Orgs. Code § 21.101 (2026)

Shareholders' Agreement

✓ current as of May 2026
Find cases: SyfertCases citing this section TX-LEGstatutes.capitol.texas.gov Justiaon Justia CornellLII Search CasesGoogle Scholar

Sec. 21.101. SHAREHOLDERS' AGREEMENT. (a) The shareholders of a corporation may enter into an agreement that:

(1) restricts the discretion or powers of the board of directors;

(2) eliminates the board of directors and authorizes the business and affairs of the corporation to be managed, wholly or partly, by one or more of its shareholders or other persons;

(3) establishes the individuals who shall serve as directors or officers of the corporation;

(4) determines the term of office, manner of selection or removal, or terms or conditions of employment of a director, officer, or other employee of the corporation, regardless of the length of employment;

(5) governs the authorization or making of distributions whether in proportion to ownership of shares, subject to Section 21.303;

(6) determines the manner in which profits and losses will be apportioned;

(7) governs, in general or with regard to specific matters, the exercise or division of voting power by and between the shareholders, directors, or other persons, including use of disproportionate voting rights or director proxies;

(8) establishes the terms of an agreement for the transfer or use of property or for the provision of services between the corporation and another person, including a shareholder, director, officer, or employee of the corporation;

(9) authorizes arbitration or grants authority to a shareholder or other person to resolve any issue about which there is a deadlock among the directors, shareholders, or other persons authorized to manage the corporation;

(10) requires winding up and termination of the corporation at the request of one or more shareholders or on the occurrence of a specified event or contingency, in which case the winding up and termination of the corporation will proceed as if all of the shareholders had consented in writing to the winding up and termination as provided by Subchapter K;

(11) with regard to one or more social purposes specified in the corporation's certificate of formation, governs the exercise of corporate powers, the management of the operations and affairs of the corporation, the approval by shareholders or other persons of corporate actions, or the relationship among the shareholders, the directors, and the corporation; or

(12) otherwise governs the exercise of corporate powers, the management of the business and affairs of the corporation, or the relationship among the shareholders, the directors, and the corporation as if the corporation were a partnership or in a manner that would otherwise be appropriate only among partners and not contrary to public policy.

(b) A shareholders' agreement authorized by this section must be:

(1) contained in:

(A) the certificate of formation or bylaws if approved by all of the shareholders at the time of the agreement; or

(B) a written agreement that is:

(i) signed by all of the shareholders at the time of the agreement; and

(ii) made known to the corporation; and

(2) amended only by all of the shareholders at the time of the amendment, unless the agreement provides otherwise.

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

Amended by:

Acts 2013, 83rd Leg., R.S., Ch. 100 (S.B. 849), Sec. 3, eff. September 1, 2013.

Notes of Decisions
Cited in 14 cases (6 in the last 5 years), 2009–2025 · leading case: Lee C. Ritchie v. Ann Caldwell Rupe, as Tr. for the Dallas Gordon Rupe, III 1995 Fam. Trust, 443 S.W.3d 856 (Tex. 2014).
Sort: Relevance Newest Treatment
Lee C. Ritchie v. Ann Caldwell Rupe, as Tr. for the Dallas Gordon Rupe, III 1995 Fam. Trust, 443 S.W.3d 856 (Tex. 2014). “See Tex. Bus. Orgs.Code §§ 21.101(a)(4), 21.714(b)(9).”
Plotkin v. Joekel, 304 S.W.3d 455 (Tex. App. 2009). “30—1(A)(6) (Vernon 2003) (shareholder agreements concerning corporate property); Tex. Bus. Org. Code Ann. § 21.101 (a)(8) (Vernon 2008) (same).”
Martin v. Martin, 326 S.W.3d 741 (Tex. App. 2010). “Tex. Bus. Orgs. Code Ann. § 21.101 (b) (Vernon 2010 pamphlet).”
David A. Skeels v. Jonathan T. Suder, Michael T. Cooke, & Friedman, Suder & Cooke, P.C. (Tex. App. 2021). · cites it 5× “Tex. Bus. Org. Code Ann. § 21.101 (a)(7), (12).”
David A. Skeels v. Jonathan T. Suder, Michael T. Cooke, & Friedman, Suder & Cooke, P.C. (Tex. App. 2021). · cites it 4× “See Tex. Bus. Orgs. Code Ann. §§ 21.101 ,2 .104 (“A 2 The full text provides, (a) The shareholders of a corporation may enter into an agreement that: (1) restricts the discretion or powers of the board of directors; (2) eliminates the board of directors and authorizes the…”
David A. Skeels v. Jonathan T. Suder, Michael T. Cooke, & Friedman, Suder & Cooke, P.C. (Tex. App. 2020). · cites it 3× “See Tex. Bus. Orgs. Code Ann. § 21.101 (a)(12).”
Michael Mark Martin, Richard Scott Martin, Jeffrey Webb Martin, Individually & on Behalf of Network Operator Servs., Inc., a Texas Corp. v. Ron Hutchison, Tony Cason, Tim Martin & Ronnie Martin (Tex. App. 2025). · cites it 2× “Laws 287 , 414 (amended 2013) (current version at TEX. BUS. ORGS. CODE § 21.101). Although Appellants advance the application of a 1989 federal case based on the previous Business Corporation Act provision then in effect, the historical statute at issue in that 19 case dealt…”
David A. Skeels v. Jonathan T. Suder Michael T. Cooke & Friedman, Suder & Cooke, P.C. (Tex. 2023). “13 TEX. BUS. ORGS. CODE §§ 21.101(a)(7), .104.”
Mary Alice Keyes & Sean Leo Nadeau v. David Weller & Integritech Advisors, LLC (Tex. 2024). “18 When a shareholder 16 Tex. Bus. Orgs. Code § 21.101. 17 Id. § 21.”
S. Methodist Univ. & Paul J. Ward v. South Cent. Jurisdictional Conf. of the United Methodist Church & Bishop Scott Jones (Tex. 2025). “TEX. BUS. ORGS. CODE § 21.101(b)(1). 20 The contractual relationship between a for-profit corporation and its shareholders makes sense because such corporations operate primarily to benefit their shareholders.”
Nolana Open MRI Ctr., Inc. v. Guillermo R. Pechero M.D.Ruben D. Pechero M.D. Maplestar Orthopedics, P. A. (Tex. App. 2015). “2014) (citing TEX. BUS. ORGS. CODE ANN. § 21.401(a) (West, Westlaw through 2013 3d C.”
Scott D. Martin v. Ruben S. Martin, III (Tex. App. 2010). “TEX. BUS. ORGS. CODE ANN. § 21.101(b) (Vernon 2010 pamphlet).”
Show all 14 citing cases →
— Tex. Bus. Orgs. Code § 21.101(a)(2) — 1 case
Nolana Open MRI Ctr., Inc. v. Guillermo R. Pechero M.D.Ruben D. Pechero M.D. Maplestar Orthopedics, P. A. (Tex. App. 2015). “2014) (citing TEX. BUS. ORGS. CODE ANN. § 21.401(a) (West, Westlaw through 2013 3d C.”
— Tex. Bus. Orgs. Code § 21.101(a)(4) — 1 case
Lee C. Ritchie v. Ann Caldwell Rupe, as Tr. for the Dallas Gordon Rupe, III 1995 Fam. Trust, 443 S.W.3d 856 (Tex. 2014). “See Tex. Bus. Orgs.Code §§ 21.101(a)(4), 21.714(b)(9).”
— Tex. Bus. Orgs. Code § 21.101(a)(7) — 1 case
David A. Skeels v. Jonathan T. Suder Michael T. Cooke & Friedman, Suder & Cooke, P.C. (Tex. 2023). “13 TEX. BUS. ORGS. CODE §§ 21.101(a)(7), .104.”
— Tex. Bus. Orgs. Code § 21.101(b) — 1 case
Scott D. Martin v. Ruben S. Martin, III (Tex. App. 2010). “TEX. BUS. ORGS. CODE ANN. § 21.101(b) (Vernon 2010 pamphlet).”
— Tex. Bus. Orgs. Code § 21.101(b)(1) — 1 case
S. Methodist Univ. & Paul J. Ward v. South Cent. Jurisdictional Conf. of the United Methodist Church & Bishop Scott Jones (Tex. 2025). “TEX. BUS. ORGS. CODE § 21.101(b)(1). 20 The contractual relationship between a for-profit corporation and its shareholders makes sense because such corporations operate primarily to benefit their shareholders.”
— Tex. Bus. Orgs. Code § 21.101(b)(1)(B) — 1 case
Michael Mark Martin, Richard Scott Martin, Jeffrey Webb Martin, Individually & on Behalf of Network Operator Servs., Inc., a Texas Corp. v. Ron Hutchison, Tony Cason, Tim Martin & Ronnie Martin (Tex. App. 2025). “Laws 287 , 414 (amended 2013) (current version at TEX. BUS. ORGS. CODE § 21.101). Although Appellants advance the application of a 1989 federal case based on the previous Business Corporation Act provision then in effect, the historical statute at issue in that 19 case dealt…”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.