Tex. Bus. Orgs. Code § 22.503 · Subchapter J. RATIFICATION OF DEFECTIVE CORPORATE ACTS; 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) the nature of the failure of authorization with respect to each defective corporate act to be ratified; and
(4) that the board of directors approves the ratification of the defective corporate act or acts.
(b) If the corporation has members with voting rights, a resolution may also state that, notwithstanding member 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 member action.
(c) If the management of the affairs of the corporation is vested in its members under Section 22.202, the members 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) the nature of the failure of authorization with respect to each corporate act to be ratified; and
(4) that the members approve the ratification of the defective corporate act or acts.
Notes and commentary — not statutory text
History
Added by Acts 2019, 86th Leg., R.S., Ch. 664 (S.B. 1969), Sec. 1, eff. September 1, 2019.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.22.htm
- Text hash
- sha256 a20f54bdacbc4abe3edb2e2272a7bb12c49b122e27cdfb4d7a8e475c4d94b309
- 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
Cited by 7 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 22.503. Each shows the citation as that text prints it.
Business Organizations Code
- Tex. Bus. Orgs. Code § 22.501DEFINITIONS.Printed as Section 22.503
- Tex. Bus. Orgs. Code § 22.504QUORUM AND VOTING REQUIREMENTS FOR ADOPTION OF RESOLUTIONS.Printed as Section 22.503
- Tex. Bus. Orgs. Code § 22.505APPROVAL OF RATIFIED DEFECTIVE CORPORATE ACT BY MEMBERS WITH VOTING RIGHTS REQUIRED; EXCEPTION.Printed as Section 22.503 | Section 22.503(a)
- Tex. Bus. Orgs. Code § 22.506NOTICE REQUIREMENTS FOR RATIFIED DEFECTIVE CORPORATE ACT SUBMITTED FOR APPROVAL OF MEMBERS WITH VOTING RIGHTS.Printed as Section 22.503 | Sections 22.503(a)(1)
- Tex. Bus. Orgs. Code § 22.509ADOPTION OF RESOLUTIONS; EFFECT ON DEFECTIVE CORPORATE ACT.Printed as Sections 22.503 and 22.504
- Tex. Bus. Orgs. Code § 22.510NOTICE TO MEMBERS FOLLOWING RATIFICATION OF DEFECTIVE CORPORATE ACT.Printed as Section 22.503 | Sections 22.503 and 22.504 | Sections 22.503(a)(1)
- Tex. Bus. Orgs. Code § 22.515STATUTE OF LIMITATIONS.Printed as Section 22.503
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