Tex. Business Organizations Code § 21.902
This is the official text of Tex. Business Organizations Code § 21.902, part of Texas’s Business Organizations Code — governs the formation and operation of corporations, LLCs, and partnerships.
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§ 21.902. RATIFICATION OF DEFECTIVE CORPORATE ACT AND PUTATIVE SHARES.
Official statutory text
(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.
(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.
Status: in_force · Read it on the official government site
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