Tex. Bus. Orgs. Code Section 10.361
Proceeding to Determine Fair Value of Ownership Interest and Owners Entitled to Payment; Appointment of Appraisers


(a)

If a responsible organization rejects the amount demanded by a dissenting owner under Section 10.358 (Response by Organization to Notice of Dissent and Demand for Fair Value by Dissenting Owner) and the dissenting owner and responsible organization are unable to reach an agreement relating to the fair value of the ownership interests within the period prescribed by Section 10.358 (Response by Organization to Notice of Dissent and Demand for Fair Value by Dissenting Owner)(d), the dissenting owner or responsible organization may file a petition requesting a finding and determination of the fair value of the owner’s ownership interests in a court in:

(1)

the county in which the organization’s principal office is located in this state; or

(2)

the county in which the organization’s registered office is located in this state, if the organization does not have a business office in this state.

(b)

A petition described by Subsection (a) must be filed not later than the 60th day after the expiration of the period required by Section 10.358 (Response by Organization to Notice of Dissent and Demand for Fair Value by Dissenting Owner)(d).

(c)

On the filing of a petition by an owner under Subsection (a), service of a copy of the petition shall be made to the responsible organization. Not later than the 10th day after the date a responsible organization receives service under this subsection, the responsible organization shall file with the clerk of the court in which the petition was filed a list containing the names and addresses of each owner of the organization who has demanded payment for ownership interests under Section 10.356 (Procedure for Dissent by Owners as to Actions; Perfection of Right of Dissent and Appraisal) and with whom agreement as to the value of the ownership interests has not been reached with the responsible organization. If the responsible organization files a petition under Subsection (a), the petition must be accompanied by this list.

(d)

The clerk of the court in which a petition is filed under this section shall provide by registered mail notice of the time and place set for the hearing to:

(1)

the responsible organization; and

(2)

each owner named on the list described by Subsection (c) at the address shown for the owner on the list.

(e)

The court shall:

(1)

determine which owners have:

(A)

perfected their rights by complying with this subchapter; and

(B)

become subsequently entitled to receive payment for the fair value of their ownership interests; and

(2)

appoint one or more qualified appraisers to determine the fair value of the ownership interests of the owners described by Subdivision (1).

(f)

The court shall approve the form of a notice required to be provided under this section. The judgment of the court is final and binding on the responsible organization, any other organization obligated to make payment under this subchapter for an ownership interest, and each owner who is notified as required by this section.

(g)

The beneficial owner of an ownership interest subject to dissenters’ rights held in a voting trust or by a nominee on the beneficial owner’s behalf may file a petition described by Subsection (a) if no agreement between the dissenting owner of the ownership interest and the responsible organization has been reached within the period prescribed by Section 10.358 (Response by Organization to Notice of Dissent and Demand for Fair Value by Dissenting Owner)(d). When the beneficial owner files a petition described by Subsection (a):

(1)

the beneficial owner shall at that time be considered, for purposes of this subchapter, the owner, the dissenting owner, and the holder of the ownership interest subject to the petition; and

(2)

the dissenting owner who demanded payment under Section 10.356 (Procedure for Dissent by Owners as to Actions; Perfection of Right of Dissent and Appraisal) has no further rights regarding the ownership interest subject to the petition.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 19, eff. September 1, 2009.

Source: Section 10.361 — Proceeding to Determine Fair Value of Ownership Interest and Owners Entitled to Payment; Appointment of Appraisers, https://statutes.­capitol.­texas.­gov/Docs/BO/htm/BO.­10.­htm#10.­361 (accessed Apr. 29, 2024).

10.001
Adoption of Plan of Merger
10.002
Plan of Merger: Required Provisions
10.003
Contents of Plan of Merger: More than One Successor
10.004
Plan of Merger: Permissive Provisions
10.005
Creation of Holding Company by Merger
10.006
Short Form Merger
10.007
Effectiveness of Merger
10.008
Effect of Merger
10.009
Special Provisions Applying to Partnership Mergers
10.010
Special Provisions Applying to Nonprofit Corporation and Nonprofit Association Mergers
10.051
Interest Exchanges
10.052
Plan of Exchange: Required Provisions
10.053
Plan of Exchange: Permissive Provisions
10.054
Effectiveness of Exchange
10.055
General Effect of Interest Exchange
10.056
Special Provisions Applying to Partnerships
10.101
Conversion of Domestic Entities
10.102
Conversion of Non-code Organizations
10.103
Plan of Conversion: Required Provisions
10.104
Plan of Conversion: Permissive Provisions
10.105
Effectiveness of Conversion
10.106
General Effect of Conversion
10.107
Special Provisions Applying to Partnership Conversions
10.108
Special Provisions Applying to Nonprofit Corporation and Nonprofit Association Conversions
10.109
Special Provisions Applying to Conversion and Continuance
10.151
Certificate of Merger and Exchange
10.152
Certificate of Merger: Short Form Merger
10.153
Filing of Certificate of Merger or Exchange
10.154
Certificate of Conversion
10.155
Filing of Certificate of Conversion
10.156
Acceptance of Certificate for Filing
10.201
Abandonment of Plan of Merger, Exchange, or Conversion
10.202
Abandonment After Filing
10.203
Abandonment if No Filing Required
10.251
General Power of Domestic Entity to Sell, Lease, or Convey Property
10.252
No Approval Required for Certain Dispositions of Property
10.253
Recording Instrument Conveying Real Property of Domestic Entity
10.254
Disposition of Property Not a Merger or Conversion
10.301
Reorganization Under Bankruptcy and Similar Laws
10.302
Signing of Documents
10.303
Reorganization with Other Entities
10.304
Right of Dissent and Appraisal Excluded
10.305
After Final Decree
10.306
Chapter Cumulative of Other Changes
10.351
Applicability of Subchapter
10.352
Definitions
10.353
Form and Validity of Notice
10.354
Rights of Dissent and Appraisal
10.355
Notice of Right of Dissent and Appraisal
10.356
Procedure for Dissent by Owners as to Actions
10.357
Withdrawal of Demand for Fair Value of Ownership Interest
10.358
Response by Organization to Notice of Dissent and Demand for Fair Value by Dissenting Owner
10.359
Record of Demand for Fair Value of Ownership Interest
10.360
Rights of Transferee of Certain Ownership Interest
10.361
Proceeding to Determine Fair Value of Ownership Interest and Owners Entitled to Payment
10.362
Computation and Determination of Fair Value of Ownership Interest
10.363
Powers and Duties of Appraiser
10.364
Objection to Appraisal
10.365
Court Costs
10.366
Status of Ownership Interest Held or Formerly Held by Dissenting Owner
10.367
Rights of Owners Following Termination of Right of Dissent
10.368
Exclusivity of Remedy of Dissent and Appraisal
10.901
Creditors
10.902
Nonexclusivity
10.1025
Conversion and Continuance

Accessed:
Apr. 29, 2024

§ 10.361’s source at texas​.gov