{"data":{"id":"us-tx/tex.-business-organizations-code-21.902","jurisdiction":"us-tx","citation":"Tex. Business Organizations Code § 21.902","heading":"RATIFICATION OF DEFECTIVE CORPORATE ACT AND PUTATIVE SHARES.","body":"(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:\n(1) ratified in accordance with this subchapter; or\n(2) validated by the district court in a proceeding brought under Section 21.914.\n(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:\n(1) a statement of change of registered agent or a statement of change of registered office under Subchapter E, Chapter 5;\n(2) a certificate of amendment or restated certificate of formation that amends the registered agent or registered office under Subchapter B, Chapter 3;\n(3) a certificate of formation under Subchapter A, Chapter 3;\n(4) a certificate of termination under Subchapter C, Chapter 11;\n(5) a certificate of merger or certificate of conversion under Subchapter D, Chapter 10; or\n(6) a report under Subchapter E, Chapter 171, Tax Code.\nAdded by Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 30, eff. September 1, 2015.\nAmended by:\nActs 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411), Sec. 32, eff. September 1, 2025.","path":["BUSINESS ORGANIZATIONS CODE","TITLE 2. CORPORATIONS","CHAPTER 21. FOR-PROFIT CORPORATIONS","SUBCHAPTER R. RATIFICATION OF DEFECTIVE CORPORATE ACTS OR SHARES; PROCEEDINGS"],"source_url":"https://statutes.capitol.texas.gov/Docs/BO/htm/BO.21.htm#21.902","current_through":"89th 2nd Called Legislative Session, 2025","vintage":"","retrieved_at":"2026-08-27T01:46:58Z","sha256":"132caca5ae818dd279af68c16369d96d964642e93cd4851661b9f07db1116341","source_id":"us-tx","stale":false,"prev":"us-tx/tex.-business-organizations-code-21.901","next":"us-tx/tex.-business-organizations-code-21.903"},"notice":"GroundRules: Original legal text. Not legal advice."}