Tex. Business Organizations Code § 21.902: RATIFICATION OF DEFECTIVE CORPORATE ACT AND PUTATIVE SHARES.

(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.

Added by Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 30, eff. September 1, 2015.

Amended by:

Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411), Sec. 32, eff. September 1, 2025.