Texas Business Organizations Code

§ 21.053 — ADOPTION OF AMENDMENT BY BOARD OF DIRECTORS

BO § 21.053Title 2. CORPORATIONS · Ch. 21. FOR-PROFIT CORPORATIONS · Art. B. FORMATION AND GOVERNING DOCUMENTS

Statute text

(a)If a corporation does not have any issued and outstanding shares, or in the case of an amendment under Subsection (b) or (c), the board of directors may adopt a proposed amendment to the corporation's certificate of formation by resolution without shareholder approval.

(b)Notwithstanding Section 21.054, the board of directors may adopt a proposed amendment without shareholder approval in the manner provided by Section 21.155 if the amendment to the corporation's certificate of formation relates to a series of shares established by the board under authority granted to the board in the certificate of formation as provided by Section 21.155.

(c)Notwithstanding Section 21.054 and except as otherwise provided by the certificate of formation, the board of directors of a corporation that has outstanding shares:

(1)may, without shareholder approval, adopt an amendment to the corporation's certificate of formation to:

(A)change the word or abbreviation in its corporate name as required by Section 5.054(a) to be a different word or abbreviation required by that section;

(B)omit any provision that specifies the name and address of each organizer or director; or

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Legislative history

Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 44, eff. January 1, 2006. Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 21, eff. September 1, 2015. Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411), Sec. 23, eff. September 1, 2025.