Tex. Bus. Orgs. Code § 21.903 · Subchapter R. RATIFICATION OF DEFECTIVE CORPORATE ACTS OR SHARES; PROCEEDINGS
RATIFICATION OF DEFECTIVE CORPORATE ACT; ADOPTION OF RESOLUTIONS.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) To ratify one or more defective corporate acts, the board of directors of the corporation shall adopt resolutions stating:
(1) the defective corporate act or acts to be ratified;
(2) the date of each defective corporate act;
(3) if the defective corporate act or acts involved the issuance of putative shares, the number and type of putative shares issued and the date or dates on which the putative shares were purportedly issued;
(4) the nature of the failure of authorization with respect to each defective corporate act to be ratified; and
(5) that the board of directors approves the ratification of the defective corporate act or acts.
(b) A resolution may also state that, notwithstanding shareholder approval of the ratification of a defective corporate act that is a subject of the resolution, the board of directors may, with respect to the defective corporate act, abandon the ratification of the defective corporate act at any time before the validation effective time without further shareholder action.
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 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 16, eff. September 1, 2017.
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 f223ec79deac4c6c1e6a0cf4db6efedd294c85580c365cd0f082a3bde2f82800
- 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
Cited by 8 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 21.903. Each shows the citation as that text prints it.
Business Organizations Code
- Tex. Bus. Orgs. Code § 21.901DEFINITIONS.Printed as Section 21.903 | Section 21.903(a)(4)
- Tex. Bus. Orgs. Code § 21.904QUORUM AND VOTING REQUIREMENTS FOR ADOPTION OF RESOLUTIONS.Printed as Section 21.903
- Tex. Bus. Orgs. Code § 21.905SHAREHOLDER APPROVAL OF RATIFIED DEFECTIVE CORPORATE ACT REQUIRED; EXCEPTION.Printed as Section 21.903
- Tex. Bus. Orgs. Code § 21.906NOTICE REQUIREMENTS FOR RATIFIED DEFECTIVE CORPORATE ACT SUBMITTED FOR SHAREHOLDER APPROVAL.Printed as Section 21.903 | Sections 21.903(a)(1)
- Tex. Bus. Orgs. Code § 21.909ADOPTION OF RESOLUTIONS; EFFECT ON DEFECTIVE CORPORATE ACT.Printed as Sections 21.903 and 21.904
- Tex. Bus. Orgs. Code § 21.910ADOPTION OF RESOLUTIONS; EFFECT ON PUTATIVE SHARES.Printed as Sections 21.903 and 21.904
- Tex. Bus. Orgs. Code § 21.911NOTICE TO SHAREHOLDERS FOLLOWING RATIFICATION OF DEFECTIVE CORPORATE ACT.Printed as Section 21.903 | Sections 21.903 and 21.904 | Sections 21.903(a)(1)
- Tex. Bus. Orgs. Code § 21.917STATUTE OF LIMITATIONS.Printed as Section 21.903
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.