Tex. Business Organizations Code § 22.502
This is the official text of Tex. Business Organizations Code § 22.502, part of Texas’s Business Organizations Code — governs the formation and operation of corporations, LLCs, and partnerships.
Not legal advice. This page reproduces the official text of a government statute for reference only. Laws change, and how a statute applies depends on your specific facts. For advice about your situation, consult a licensed attorney in your state.
§ 22.502. RATIFICATION OF DEFECTIVE CORPORATE ACT.
Official statutory text
(a) Except as provided by Subsection (b) and subject to Section 22.509, a defective corporate act is not ineffective, void, or voidable solely as a result of a failure of authorization if the act is:
(1) ratified in accordance with this subchapter; or
(2) validated by the district court in a proceeding brought under Section 22.512.
(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;
(6) a report under Subchapter E, Chapter 171, Tax Code; or
(7) a report under Sections 22.357 through 22.359.
(1) ratified in accordance with this subchapter; or
(2) validated by the district court in a proceeding brought under Section 22.512.
(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;
(6) a report under Subchapter E, Chapter 171, Tax Code; or
(7) a report under Sections 22.357 through 22.359.
Status: in_force · Read it on the official government site
Dealing with a business matter in Texas?
See all Texas Business lawyers
About this page: Statute text is reproduced from official government publishers via the
Open US Law dataset
(Vaquill AI, snapshot v2026.08, CC BY 4.0). Primary legislative text like this is public domain under the government-edicts doctrine
(Georgia v. Public.Resource.Org, 2020). We link every section back to its official source so you can verify it independently.