Texas Business Organizations Code
§ 21.902 — RATIFICATION OF DEFECTIVE CORPORATE ACT AND PUTATIVE SHARES
BO § 21.902Title 2. CORPORATIONS · Ch. 21. FOR-PROFIT CORPORATIONS · Art. R. RATIFICATION OF DEFECTIVE CORPORATE ACTS OR SHARES; PROCEEDINGS
Statute text
View on source(a)Except as provided by Subsection (b) and subject to Section 21.909 or 21.910, a defective corporate act or putative shares are not ineffective, void, or voidable solely as a result of a failure of authorization if the act or shares are:
(1)ratified in accordance with this subchapter; or
(2)validated by the district court in a proceeding brought under Section 21.914.
(b)A corporation may not ratify with retroactive effect in accordance with this subchapter a defective corporate act resulting from a failure of authorization that is attributable to the failure to file with the filing officer the following filing instrument:
(1)a statement of change of registered agent or a statement of change of registered office under Subchapter E, Chapter 5;
(2)a certificate of amendment or restated certificate of formation that amends the registered agent or registered office under Subchapter B, Chapter 3;
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Legislative history
Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411), Sec. 32, eff. September 1, 2025.