Texas § GV.4008.061 - LIMITATION OF LIABILITY IN SMALL BUSINESS ISSUANCES

§ GV.4008.061. LIMITATION OF LIABILITY IN SMALL BUSINESS ISSUANCES

LIMITATION OF LIABILITY IN SMALL BUSINESS ISSUANCES. (a) In this section, "small business issuer" means an issuer that, at the time of an offer to which this section applies: (1) has annual gross revenues in an amount that does not exceed $25 million; and (2) does not have a class of equity securities registered, or required to be registered, with the Securities and Exchange Commission under Section 12, Securities Exchange Act of 1934 (15 U.S.C. Section 78l). (b) This section applies only to: (1) an offer of securities in an aggregate amount that does not exceed $5 million made by a small business issuer or by the seller of securities of a small business issuer; and (2) a person who has been engaged to provide services relating to an offer of securities described by Subdivision (1), including an attorney, an accountant, a consultant, or the firm of the attorney, accountant, or consultant. (c) In an action or series of actions under this subchapter relating to an offer of securities to which this section applies, the maximum amount that may be recovered against a person to whom this section applies is three times the fee paid by the small business issuer or other seller to the person for the services related to the offer of securities, unless the trier of fact finds the person engaged in intentional wrongdoing in providing the services. (d) A small business issuer making an offer of securities shall: (1) provide to the prospective buyer a written disclosure of the limitation of liability created by this section; and (2) receive a signed acknowledgment that the disclosure was provided. Added by Acts 2019, 86th Leg., R.S., Ch. 491 (H.B. 4171 ), Sec. 1.01, eff. January 1, 2022.