Sec. 22.502. RATIFICATION OF DEFECTIVE CORPORATE ACT. (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 .
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