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Texas Business Organizations Code - BUS ORG § 21.902. Ratification of Defective Corporate Act and Putative Shares

Current as of January 01, 2024 | Updated by Findlaw Staff

(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;

(3) a certificate of formation under Subchapter A, Chapter 3;

(4) a certificate of termination under Subchapter C, Chapter 11;

(5) a certificate of merger or certificate of conversion under Subchapter D, Chapter 10;  or

(6) a report under Subchapter E, Chapter 171, Tax Code.

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Cite this article: FindLaw.com - Texas Business Organizations Code - BUS ORG § 21.902. Ratification of Defective Corporate Act and Putative Shares - last updated January 01, 2024 | https://codes.findlaw.com/tx/business-organizations-code/bus-org-sect-21-902/

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