CHAPTER 20. GENERAL PROVISIONS
BUSINESS ORGANIZATIONS CODE
TITLE 2. CORPORATIONS
CHAPTER 20. GENERAL PROVISIONS
Sec. 20.001. REQUIREMENT THAT FILING INSTRUMENT BE SIGNED BY
OFFICER. Unless otherwise provided by this title, a filing
instrument of a corporation must be signed by an officer of the
corporation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Sec. 20.002. ULTRA VIRES ACTS. (a) Lack of capacity of a
corporation may not be the basis of any claim or defense at law
or in equity.
(b) An act of a corporation or a transfer of property by or to a
corporation is not invalid because the act or transfer was:
(1) beyond the scope of the purpose or purposes of the
corporation as expressed in the corporation's certificate of
formation; or
(2) inconsistent with a limitation on the authority of an
officer or director to exercise a statutory power of the
corporation, as that limitation is expressed in the corporation's
certificate of formation.
(c) The fact that an act or transfer is beyond the scope of the
expressed purpose or purposes of the corporation or is
inconsistent with an expressed limitation on the authority of an
officer or director may be asserted in a proceeding:
(1) by a shareholder or member against the corporation to enjoin
the performance of an act or the transfer of property by or to
the corporation;
(2) by the corporation, acting directly or through a receiver,
trustee, or other legal representative, or through members in a
representative suit, against an officer or director or former
officer or director of the corporation for exceeding that
person's authority; or
(3) by the attorney general to:
(A) terminate the corporation;
(B) enjoin the corporation from performing an unauthorized act;
or
(C) enforce divestment of real property acquired or held
contrary to the laws of this state.
(d) If the unauthorized act or transfer sought to be enjoined
under Subsection (c)(1) is being or is to be performed or made
under a contract to which the corporation is a party and if each
party to the contract is a party to the proceeding, the court may
set aside and enjoin the performance of the contract. The court
may award to the corporation or to another party to the contract,
as appropriate, compensation for loss or damage resulting from
the action of the court in setting aside and enjoining the
performance of the contract, excluding loss of anticipated
profits.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.