RATIFICATION OF DEFECTIVE CORPORATE ACT AND PUTATIVE SHARES.
Tex. BUS. ORGS Code § 21.902.
in effect(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.