CHAPTER 20. GENERAL PROVISIONS - Texas Statutes

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.