Sec. 21.206. LIMITATION ON ACTION TO ENFORCE PREEMPTIVE RIGHT. (a) An action brought against a corporation, the board of directors or an officer, shareholder, or agent of the corporation, or an owner of a beneficial interest in shares of the corporation for the violation of a preemptive right of a shareholder under Sections 21.203 and 21.204 must be brought not later than the earlier of: (1) the first anniversary of the date written notice is given to each shareholder whose preemptive right was violated; or (2) the fourth anniversary of the latest of: (A) the date the corporation issued the shares, securities, or rights; (B) the date the corporation sold the shares, securities, or rights; or (C) the date the corporation otherwise distributed the shares, securities, or rights. (b) The notice required by Subsection (a)(1) must: (1) be sent to the holder at the address for the holder as shown on the appropriate records of the corporation; and (2) inform the holder that the issuance, sale, or other distribution of shares, securities, or rights violated the holder's preemptive right.
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