Texas Business Organizations Code
§ 21.917 — STATUTE OF LIMITATIONS
BO § 21.917Title 2. CORPORATIONS · Ch. 21. FOR-PROFIT CORPORATIONS · Art. R. RATIFICATION OF DEFECTIVE CORPORATE ACTS OR SHARES; PROCEEDINGS
Statute text
View on source(a)This section does not apply to:
(1)an action asserting that a ratification was not accomplished in accordance with this subchapter; or
(2)any person to whom notice of the ratification was not given as required by Sections 21.906 and 21.911.
(b)Notwithstanding any other provision of this subchapter:
(1)an action claiming that a defective corporate act or putative shares are ineffective, void, or voidable due to a failure of authorization identified in the resolutions adopted in accordance with Section 21.903 may not be filed in or must be dismissed by any court after the applicable validation effective time; and
(2)an action claiming that a court of appropriate jurisdiction, in its discretion, should declare that a ratification in accordance with this subchapter not take effect or that the ratification take effect only on certain conditions may not be filed with the court after the expiration of the 120th day after the later of the validation effective time or the time that any notice required to be given under Section 21.911 is given with respect to the ratification.
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Legislative history
Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 27, eff. September 1, 2017. Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411), Sec. 38, eff. September 1, 2025.