Business Organizations Code § 101.056

Sec. 101.056. RATIFICATION OF VOID OR VOIDABLE ACTS OR TRANSACTIONS. (a) Any act or transaction taken by or with respect to a limited liability company under this code or a company agreement that is void or voidable when taken may be ratified, and the failure to comply with any requirements of the company agreement which caused the act or transaction to be void or voidable may be waived, in accordance with this section. (b) An act or transaction may be ratified or waived, as applicable, with the approval of the members, managers, or other persons whose approval would be required under the company agreement at the time of the ratification or waiver: (1) for the void or voidable act or transaction to be validly taken; or (2) to amend the company agreement in a manner that would permit the void or voidable act or transaction to be validly taken. (c) If the void or voidable act or transaction was the issuance or assignment of any membership interests, the membership interests purportedly issued or assigned are deemed to have not been issued or assigned for purposes of determining whether the void or voidable act or transaction is ratified or waived under this section. (d) Any act or transaction ratified or waived under this section is deemed validly taken at the time the act or transaction occurred. (e) This section may not be construed to limit the accomplishment of a ratification or waiver of a void or voidable act or transaction by other lawful means. Added by Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 36, eff. September 1, 2023. SUBCHAPTER C. MEMBERSHIP