Annual Meeting
The regular yearly gathering at which shareholders of a Texas corporation elect directors and conduct other business properly brought before the meeting. Required of Texas for-profit corporations by statute, although shareholders may act by written consent instead and some registered investment companies may skip it in certain years.
An annual meeting of the shareholders is the regular yearly gathering at which shareholders of a Texas corporation elect directors and conduct other business properly brought before the meeting. Required of Texas for-profit corporations by statute, although shareholders may act by written consent instead and some registered investment companies may skip it in certain years.
Timing and place
Held at the time stated in (or set in accordance with) the corporation's bylaws. § 21.351(a). Subject to the code and the corporation's governing documents, the meeting may be held in person, by remote communication under § 6.002 and § 21.3521, or by a combination of the two.
Shareholder remedy for failure to hold
Under § 21.351(b), a shareholder who has previously submitted a written request may apply to a court in the county of the corporation's principal executive office, which may order a meeting if the annual meeting has not been held (or no written consent in lieu has been executed) within any 13-month period, unless the meeting is not required under § 21.655.
No automatic dissolution
Failure to hold an annual meeting does not result in winding up or termination. § 21.351(c).
A closely held corporation may replace the annual meeting with a written consent, either unanimous under § 6.201 or, if the certificate of formation allows it, less than unanimous under § 6.202.