REAL ESTATE INVESTMENT TRUSTS - GENERAL PROVISIONS

TEXAS BUSINESS ORGANIZATIONS CODE

§ 200.001. DEFINITION. In this chapter, "real estate investment trust" means an unincorporated trust:

(1) formed by one or more trust managers under this chapter and Chapter 3; and

(2) managed under this chapter.

§ 200.002. APPLICABILITY OF CHAPTER.

(a) The provisions of Chapters 20 and 21 govern a matter to the extent that this chapter or Title 1 does not govern the matter.

(b) An unincorporated trust that does not meet the requirements of this chapter is an unincorporated association.

§ 200.003. CONFLICT WITH OTHER LAW.

In case of conflict between this chapter and Chapters 20 and 21, this chapter controls. Chapters 20 and 21 do not control over this chapter merely because a provision of Chapter 20 or 21 is more or less extensive, restrictive, or detailed than a similar provision of this chapter.

§ 200.004. ULTRA VIRES ACTS.

(a) Lack of capacity of a real estate investment trust may not be the basis of any claim or defense at law or in equity.

(b) An act of a real estate investment trust or a transfer of property by or to a real estate investment trust is not invalid because the act or transfer was:

(1) beyond the scope of the purpose or purposes of the real estate investment trust as expressed in the real estate investment trust's certificate of formation; or

(2) inconsistent with a limitation on the authority of an officer or trust manager to exercise a statutory power of the real estate investment trust, as that limitation is expressed in the real estate investment trust's certificate of formation.

(c) The fact that an act or transfer is beyond the scope of the expressed purpose or purposes of the real estate investment trust or is inconsistent with an expressed limitation on the authority of an officer or trust manager may be asserted in a proceeding:

(1) by a shareholder against the real estate investment trust to enjoin the performance of an act or the transfer of property by or to the real estate investment trust; or

(2) by the real estate investment trust, acting directly or through a receiver, trustee, or other legal representative, or through shareholders in a representative suit, against an officer or trust manager or former officer or trust manager of the real estate investment trust for exceeding that person's authority.

(d) If the unauthorized act or transfer sought to be enjoined under Subsection (c)(1) is being or is to be performed or made under a contract to which the real estate investment trust is a party and if each party to the contract is a party to the proceeding, the court may set aside and enjoin the performance of the contract. The court may award to the real estate investment trust or to another party to the contract, as appropriate, compensation for loss or damage resulting from the action of the court in setting aside and enjoining the performance of the contract, excluding loss of anticipated profits.

§ 200.005. SUPPLEMENTARY POWERS OF REAL ESTATE INVESTMENT TRUST.

(a) Subject to § 2.113(a) and in addition to the powers specified in § 2.101, a real estate investment trust may engage in activities mandated or authorized by:

(1) provisions of the Internal Revenue Code that are related to or govern real estate investment trusts; and

(2) regulations adopted under the Internal Revenue Code.

(b) This section does not authorize a real estate investment trust or an officer or trust manager of a real estate investment trust to exercise a power in a manner inconsistent with a limitation on the purposes or powers of the real estate investment trust contained in:

(1) the trust's certificate of formation;

(2) this code; or

(3) another law of this state.

§ 200.006. REQUIREMENT THAT FILING INSTRUMENT BE SIGNED BY OFFICER.

Unless otherwise provided by this chapter, a filing instrument of a real estate investment trust may be signed by an officer of the real estate investment trust.

 

Contact Information

Mailing Address

Chowins Law Firm, PLLC
1011 Surrey Lane #200
Flower Mound, TX 75022

Telephone

(469) 630-2550

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