Ratification of Defective Corporate Act and Putative Shares

Sec. 21.902. RATIFICATION OF DEFECTIVE CORPORATE ACT AND PUTATIVE SHARES. (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. Added by Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 30, eff. September 1, 2015. Amended by: Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411), Sec. 32, eff. September 1, 2025.