Can a corporation issue shares of stock that do not vote?
In Texas, a corporation can issue shares which are non voting, so long as the corporation complies with the limitations set out in the Business and Commerce Code. Nonvoting shares must be set out as a class or series of shares in the Certificate of Formation of the corporation. All shares of the same class or series must be identical, but there can be vast differences in the rights of shares if such class or series of shares within a class are so designated in the articles of incorporation. So if an existing company wants to issue nonvoting shares, and there is not a nonvoting class of shares set out in their articles, they must amend their Certificate of Formation to provide for a class or series of nonvoting shares.
