Ratification of Defective Corporate Act

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. Added by Acts 2019, 86th Leg., R.S., Ch. 664 (S.B. 1969), Sec. 1, eff. September 1, 2019. Amended by: Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411), Sec. 43, eff. September 1, 2025.