BUSINESS ORGANIZATIONS CODE

TITLE 2. CORPORATIONS

CHAPTER 20. GENERAL PROVISIONS


	§ 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, § 1, eff. Jan. 1, 2006.                     


	§ 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, § 1, eff. Jan. 1, 2006.