SB 622 Summary

• Establishes filing fee of $150.00 for articles of validation used to ratify defective corporate actions under new Part 6 of Chapter 55.

• Creates comprehensive ratification and validation procedures for defective corporate actions (actions void or voidable due to failure of authorization), allowing boards to cure defects without shareholder approval in most cases and requiring shareholder approval only when originally required.

• Permits corporations to include provisions in articles of incorporation limiting or eliminating directors' duties to offer business opportunities to the corporation before pursuing them personally.

• Eliminates 10-year durational limits on voting trusts and shareholder voting agreements for agreements effective after October 1, 2018, allowing unlimited duration if set forth in the agreement itself.

• Authorizes parent unincorporated entities owning 90% or more of subsidiary corporation shares to merge subsidiaries without shareholder approval and enables mergers without shareholder approval when 90% of shares are tendered in response to a third-party offer meeting specified conditions.