Free shareholder agreement template for Texas corporations
A statute-aware drafting starter for Texas shareholders’ agreements. Covers share transfer restrictions, pre-emptive rights, drag-along, tag-along, board composition, deadlock, and exit mechanics, with TBOC references built in.
| Statute family | TBOC |
|---|---|
| Format | Editable Word and print-ready PDF |
| Use case | Drafting starter / counsel review baseline |
- Share transfer restrictions and ROFR/ROFO mechanics under TBOC
- Pre-emptive rights, drag-along, and tag-along baseline provisions
- Board composition, director nomination, and deadlock resolution
- Valuation mechanics, put/call rights, and exit triggers
- Editable Word and print-ready PDF format
What the template covers
The Texas shareholders’ agreement template provides a working baseline for the corporation’s ownership relationships:
- Share transfer restrictions: rights of first refusal and rights of first offer, third-party transfer mechanics, permitted transfers to affiliates.
- Pre-emptive rights: the right of existing shareholders to maintain their proportional ownership in future issuances.
- Drag-along & tag-along: majority drag rights to force a sale, and minority tag rights to participate in a sale.
- Board composition: director nomination rights, observer rights, and committee composition.
- Deadlock resolution: Texas shootout, Russian roulette, and other deadlock-breaking mechanisms.
- Exit mechanics: put/call rights, valuation formulas, mandatory transfer events (death, disability, departure).
TBOC considerations
For Texas corporations under Texas Business Organizations Code (TBOC), the agreement should be cross-referenced against the controlling statute. Canadian USA-style agreements may modify directors’ powers; US state-level agreements generally cannot. The template is structured to flag the TBOC-specific provisions that need confirmation with counsel.
Use this as a drafting starter, not a final document
Like every template on this site, this is a baseline. Material terms, valuation formulas, drag thresholds, tag triggers, exit definitions, should be negotiated and adapted to the specific cap table, business stage, and shareholder profile. Treat the template as the skeleton, and have counsel build the substance on top.
We’ll send the editable Word version, a print-ready PDF, and the TBOC statute references so you can adapt the template for your situation.
Octelligence drafts shareholder agreements from the corporate record, with statute references prefilled, signature collection built in, and automatic filing to the minute book once signed.
See Digital Corporate RecordsOctelligence generates jurisdiction-aware documents from the corporate record, not a Word file.