Section 21.311 - Limitations on Share Dividends A corporation may not pay a share dividend in authorized but unissued shares of any class if:
(1) the surplus of the corporation is less than the amount required by Section 21.313 to be transferred to stated capital at the time the share dividend is made; or(2) the share dividend will be made to a holder of shares of any other class or series, unless: (A) the corporation's certificate of formation provides for the dividend; or(B) the share dividend is authorized by the holders of at least a majority of the outstanding shares of the class or series in which the share dividend is to be made.Tex. Bus. Org. Code § 21.311
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. 1/1/2006.