Texas Business Organizations Code
§ 20.002 — ULTRA VIRES ACTS
BO § 20.002Title 2. CORPORATIONS · Ch. 20. GENERAL PROVISIONS
Statute text
View on source(a)Lack of capacity of a corporation may not be the basis of any claim or defense at law or in equity.
(b)An act of a corporation or a transfer of property by or to a corporation is not invalid because the act or transfer was:
(1)beyond the scope of the purpose or purposes of the corporation as expressed in the corporation's certificate of formation; or
(2)inconsistent with a limitation on the authority of an officer or director to exercise a statutory power of the corporation, as that limitation is expressed in the corporation's certificate of formation.
(c)The fact that an act or transfer is beyond the scope of the expressed purpose or purposes of the corporation or is inconsistent with an expressed limitation on the authority of an officer or director may be asserted in a proceeding:
(1)by a shareholder or member against the corporation to enjoin the performance of an act or the transfer of property by or to the corporation;
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Legislative history
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 21, eff. September 1, 2023.