Texas Business Organizations Code - Section 20.002. Ultra Vires Acts
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§ 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.
Section: 12.256 12.257 12.258 12.259 12.260 12.261 20.001 20.002 21.001 21.002 21.051 21.052 21.053 21.054 21.055
Last modified: August 11, 2007
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