Tex. Bus. Orgs. Code § 21.902 · Subchapter R. RATIFICATION OF DEFECTIVE CORPORATE ACTS OR SHARES; PROCEEDINGS
RATIFICATION OF DEFECTIVE CORPORATE ACT AND PUTATIVE SHARES.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) Except as provided by Subsection (b) and subject to Section 21.909 or 21.910, a defective corporate act or putative shares are not ineffective, void, or voidable solely as a result of a failure of authorization if the act or shares are:
(1) ratified in accordance with this subchapter; or
(2) validated by the district court in a proceeding brought under Section 21.914.
(b) A corporation may not ratify with retroactive effect in accordance with this subchapter a defective corporate act resulting from a failure of authorization that is attributable to the failure to file with the filing officer the following filing instrument:
(1) a statement of change of registered agent or a statement of change of registered office under Subchapter E, Chapter 5;
(2) a certificate of amendment or restated certificate of formation that amends the registered agent or registered office under Subchapter B, Chapter 3;
(3) a certificate of formation under Subchapter A, Chapter 3;
(4) a certificate of termination under Subchapter C, Chapter 11;
(5) a certificate of merger or certificate of conversion under Subchapter D, Chapter 10; or
(6) a report under Subchapter E, Chapter 171, Tax Code.
Notes and commentary — not statutory text
History
Added by Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 30, eff. September 1, 2015.
Amended by:
Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411), Sec. 32, eff. September 1, 2025.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.21.htm
- Text hash
- sha256 ea7a222bc42e80a281f45d41edffbaeeb12bcdff21176e49a51aad62a424d730
- Composed by
- compose_tx.py 2026-10-05: the Legislative Council's chapter files read in document order; verify_tx.py's independent reading (lxml DOM walk) agrees character for character
This section cites
Provisions in this library that the text above cites, as it prints each citation. A range cited as “ss. 61.13-61.16” links its first and last provisions.
Business Organizations Code
- Tex. Bus. Orgs. Code ch. 3, subch. AFORMATION, EXISTENCE, AND CERTIFICATE OF FORMATIONPrinted as Subchapter A, Chapter 3
- Tex. Bus. Orgs. Code ch. 3, subch. BAMENDMENTS AND RESTATEMENTS OF CERTIFICATE OF FORMATIONPrinted as Subchapter B, Chapter 3
- Tex. Bus. Orgs. Code ch. 5, subch. EREGISTERED AGENTS AND REGISTERED OFFICESPrinted as Subchapter E, Chapter 5
- Tex. Bus. Orgs. Code ch. 10, subch. DCERTIFICATE OF MERGER, EXCHANGE, OR CONVERSIONPrinted as Subchapter D, Chapter 10
- Tex. Bus. Orgs. Code ch. 11, subch. CTERMINATION OF DOMESTIC ENTITYPrinted as Subchapter C, Chapter 11
- Tex. Bus. Orgs. Code § 21.909ADOPTION OF RESOLUTIONS; EFFECT ON DEFECTIVE CORPORATE ACT.Printed as Section 21.909 or 21.910
- Tex. Bus. Orgs. Code § 21.910ADOPTION OF RESOLUTIONS; EFFECT ON PUTATIVE SHARES.Printed as Section 21.909 or 21.910
- Tex. Bus. Orgs. Code § 21.914PROCEEDING REGARDING VALIDITY OF DEFECTIVE CORPORATE ACTS AND SHARES.Printed as Section 21.914
Cited by 2 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 21.902. Each shows the citation as that text prints it.
Procedural information only. Not legal advice and not a substitute for the advice of an attorney. Confirm the current text with the official publisher before relying on it.