Texas Business Organizations Code

§ 21.903 — RATIFICATION OF DEFECTIVE CORPORATE ACT; ADOPTION OF RESOLUTIONS

BO § 21.903Title 2. CORPORATIONS · Ch. 21. FOR-PROFIT CORPORATIONS · Art. R. RATIFICATION OF DEFECTIVE CORPORATE ACTS OR SHARES; PROCEEDINGS

Statute text

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(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)if the defective corporate act or acts involved the issuance of putative shares, the number and type of putative shares issued and the date or dates on which the putative shares were purportedly issued;

(4)the nature of the failure of authorization with respect to each defective corporate act to be ratified; and

(5)that the board of directors approves the ratification of the defective corporate act or acts.

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Legislative history

Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 16, eff. September 1, 2017.