Texas Business Organizations Code

§ 21.901 — DEFINITIONS

BO § 21.901Title 2. CORPORATIONS · Ch. 21. FOR-PROFIT CORPORATIONS · Art. R. RATIFICATION OF DEFECTIVE CORPORATE ACTS OR SHARES; PROCEEDINGS

Statute text

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In this subchapter:

(1)"Corporate statute," with respect to an action or filing, means this code, the former Texas Business Corporation Act, or any predecessor statute of this state that governed the action or the filing.

(2)"Defective corporate act" means:

(A)an overissue;

(B)an election or appointment of directors that is void or voidable due to a failure of authorization; or

(C)any act or transaction purportedly taken by or on behalf of the corporation that is, and at the time the act or transaction was purportedly taken would have been, within the power of a corporation to take under the corporate statute, without regard to the failure of authorization identified in Section 21.903(a)(4), but is ineffective, void, or voidable due to a failure of authorization, including a failure to file with the filing officer a filing instrument that was required under the corporate statute to complete the effectiveness of the act or transaction.

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Legislative history

Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 15, eff. September 1, 2017. Acts 2019, 86th Leg., R.S., Ch. 665 (S.B. 1971), Sec. 10, eff. September 1, 2019. Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411), Sec. 31, eff. September 1, 2025.