Texas Business Organizations Code
§ 21.908 — CERTIFICATE OF VALIDATION
BO § 21.908Title 2. CORPORATIONS · Ch. 21. FOR-PROFIT CORPORATIONS · Art. R. RATIFICATION OF DEFECTIVE CORPORATE ACTS OR SHARES; PROCEEDINGS
Statute text
View on source(a)The corporation shall file a certificate of validation with respect to the defective corporate act in accordance with Chapter 4, if:
(1)a defective corporate act ratified under this subchapter would have required under any other provision of the corporate statute the filing of a filing instrument or other document with the filing officer; and
(2)the filing instrument or other document:
(A)previously filed with the filing officer requires any change to give effect to the defective corporate act in accordance with this subchapter, including a change to the date and time of the effectiveness of the filed filing instrument or other document; or
(B)was not previously filed with the filing officer under any other provision of the corporate statute with respect to the defective corporate act. (a-1) A separate certificate of validation is required for each defective corporate act for which a certificate of validation is required under this section, except that:
(1)two or more defective corporate acts may be included in a single certificate of validation if the corporation filed, or to comply with the applicable provisions of this code could have filed, a single filing instrument or other document under another provision of this code to effect the acts;
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Legislative history
Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 21, eff. September 1, 2017. Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 24, eff. September 1, 2021. Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411), Sec. 33, eff. September 1, 2025.