Texas Laws - Business Organizations Code (pg. 97)
Sec. 12.260. Abatement Of Suit.

pg. 97

Texas Laws | Business Organizations Code
BUSINESS ORGANIZATIONS CODE
TITLE 1. GENERAL PROVISIONS

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. ⁽³⁷⁰⁰⁾

Sec. 12.260. ABATEMENT OF SUIT. ⁽³⁷⁰¹⁾(Text)

An action or cause of action for a fine, penalty, or forfeiture that this state has or may have against a filing entity or foreign filing entity does not abate because the entity winds up, voluntarily or otherwise, or the entity's certificate of formation is terminated or the entity's registration is revoked. ⁽³⁷⁰²⁾

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. ⁽³⁷⁰³⁾

Amended by: ⁽³⁷⁰⁴⁾

Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 70, eff. September 1, 2007. ⁽³⁷⁰⁵⁾

Sec. 12.261. PROVISIONS CUMULATIVE. ⁽³⁷⁰⁶⁾(Text)

Each right or remedy provided by this chapter is cumulative and does not affect any other right or remedy for the enforcement, payment, or collection of a fine, forfeiture, or penalty or any other means provided by law for securing or preserving testimony or inquiring into the rights or privileges of an entity. ⁽³⁷⁰⁷⁾

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. ⁽³⁷⁰⁸⁾

TITLE 2. CORPORATIONS ⁽³⁷⁰⁹⁾(Text)

CHAPTER 20. GENERAL PROVISIONS ⁽³⁷¹⁰⁾(Text)

Sec. 20.001. SIGNATURE REQUIREMENTS FOR FILING INSTRUMENTS. ⁽³⁷¹¹⁾(Text)

(a) Unless otherwise provided by Section 3.054 or 3.060(b) or this title, a filing instrument of a corporation must be signed by an officer of the corporation. ⁽³⁷¹²⁾

(b) A certificate of termination, a certificate of reinstatement, a certificate of amendment to cancel an event requiring winding up, or a restated certificate of formation that contains an amendment to cancel an event requiring winding up may be signed by: ⁽³⁷¹³⁾

(1) one of the organizers if the winding up, the reinstatement, or the cancellation of an event requiring winding up was authorized by the organizers under Section 21.502(2) or 22.302(1)(B); or ⁽³⁷¹⁴⁾

(2) one of the directors if the winding up, the reinstatement, or the cancellation of an event requiring winding up was authorized by the board of directors under Section 21.502(2) or 22.302(1)(B). ⁽³⁷¹⁵⁾

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. ⁽³⁷¹⁶⁾

Amended by: ⁽³⁷¹⁷⁾

Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 19, eff. September 1, 2015. ⁽³⁷¹⁸⁾

Sec. 20.002. ULTRA VIRES ACTS. ⁽³⁷¹⁹⁾(Text)

(a) Lack of capacity of a corporation may not be the basis of any claim or defense at law or in equity. ⁽³⁷²⁰⁾

(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: ⁽³⁷²¹⁾

(1) beyond the scope of the purpose or purposes of the corporation as expressed in the corporation's certificate of formation; or ⁽³⁷²²⁾

(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. ⁽³⁷²³⁾

(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: ⁽³⁷²⁴⁾

(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; ⁽³⁷²⁵⁾

(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 ⁽³⁷²⁶⁾

(3) by the attorney general to: ⁽³⁷²⁷⁾

(A) terminate the corporation; ⁽³⁷²⁸⁾

(B) enjoin the corporation from performing an unauthorized act; or ⁽³⁷²⁹⁾

(C) enforce divestment of real property acquired or held contrary to the laws of this state. ⁽³⁷³⁰⁾

(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. ⁽³⁷³¹⁾

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. ⁽³⁷³²⁾

CHAPTER 21. FOR-PROFIT CORPORATIONS ⁽³⁷³³⁾(Text)

Sec. 21.002. DEFINITIONS. ⁽³⁷³⁴⁾(Text)

In this chapter: ⁽³⁷³⁵⁾

(1) "Authorized share" means a share of any class the corporation is authorized to issue. ⁽³⁷³⁶⁾

(2) "Board of directors" includes each person who is authorized to perform the functions of the board of directors under a shareholders' agreement as authorized by this chapter. ⁽³⁷³⁷⁾

(3) "Cancel," with respect to an authorized share of a corporation, means the restoration of an issued share to the status of an authorized but unissued share. ⁽³⁷³⁸⁾

(4) "Consuming assets corporation" means a corporation that: ⁽³⁷³⁹⁾

97