This section sets time limits for certain actions about ratification and defective corporate acts, and it excludes some claims from the section.
Sec. 22.515. STATUTE OF LIMITATIONS. (a) This section does not apply to: (1) an action asserting that a ratification was not accomplished in accordance with this subchapter; or (2) any person to whom notice of the ratification was not given as required by Sections 22.506 and 22.510. (b) Notwithstanding any other provision of this subchapter: (1) an action claiming that a defective corporate act is ineffective, void, or voidable due to a failure of authorization identified in the resolutions adopted in accordance with Section 22.503 may not be filed in or must be dismissed by any court after the applicable validation effective time; and (2) an action claiming that a court of appropriate jurisdiction, in its discretion, should declare that a ratification in accordance with this subchapter not take effect or that the ratification take effect only on certain conditions may not be filed with the court after the expiration of the 120th day after the later of the validation effective time or the time that any notice required to be given under Section 22.510 is given with respect to the ratification. (c) Except as otherwise provided by a corporation's governing documents, for purposes of this section, notice under Section 22.510 that is: (1) mailed is considered to be given on the date the notice is deposited in the United States mail with postage paid in an envelope addressed to the member at the member's address appearing or most recently appearing, as appropriate, in the records of the corporation; and (2) transmitted by facsimile or electronic message is considered to be given when the facsimile or electronic message is transmitted to a facsimile number or an electronic message address provided by the member, or to which the member consents, for the purpose of receiving notice. Added by Acts 2019, 86th Leg., R.S., Ch. 664 (S.B. 1969), Sec. 1, eff. September 1, 2019. Amended by: Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411), Sec. 47, eff. September 1, 2025.