Tex. Bus. Orgs. Code § 21.904 · Subchapter R. RATIFICATION OF DEFECTIVE CORPORATE ACTS OR SHARES; PROCEEDINGS
QUORUM AND VOTING REQUIREMENTS FOR ADOPTION OF RESOLUTIONS.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) The quorum and voting requirements applicable to the adoption of the resolutions to ratify a defective corporate act under Section 21.903 are the same as the quorum and voting requirements applicable at the time of the adoption of the resolutions for the type of defective corporate act proposed to be ratified.
(b) Notwithstanding Subsection (a) and except as provided by Subsection (c), if in order for a quorum to be present or to approve the defective corporate act, the presence or approval of a larger number or portion of directors or of specified directors would have been required by the governing documents of the corporation, any plan or agreement to which the corporation was a party, or any provision of the corporate statute, each as in effect at the time of the defective corporate act, then the presence or approval of the larger number or portion of such directors or of such specified directors must be required for a quorum to be present or to adopt the resolutions to ratify the defective corporate act, as applicable.
(c) The presence or approval of any director elected, appointed, or nominated by holders of any class or series of which no shares are then outstanding, or by any person that is no longer a shareholder, shall not be required for a quorum to be present or to adopt the resolutions.
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. 17, 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 4e2a7a443eeb018f84e2e0b3490278ce09f5659d570418fe4d23b3c16efe1ee4
- 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.
Cited by 3 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 21.904. Each shows the citation as that text prints it.
Business Organizations Code
- 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 Sections 21.903 and 21.904
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