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Texas Business Organizations Code

§ 21.056 — RESTATED CERTIFICATE OF FORMATION

BO § 21.056Title 2. CORPORATIONS · Ch. 21. FOR-PROFIT CORPORATIONS · Art. B. FORMATION AND GOVERNING DOCUMENTS

Statute text

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(a)A corporation may adopt a restated certificate of formation as provided by Subchapter B, Chapter 3, by following the same procedures to amend its certificate of formation under Sections 21.052-21.055, except that:
(1)shareholder approval is not required if an amendment is not adopted; and
(2)the shareholders of a corporation may consent in writing, or the organizers of a corporation may adopt a resolution, to authorize a restated certificate of formation that contains an amendment to cancel an event requiring winding up in accordance with Section 21.502(1) or (2).
(b)The restated certificate of formation shall be filed in accordance with Chapter 4 and takes effect as provided by Subchapter B, Chapter 3. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. Amended by:

Legislative history

Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 22, eff. September 1, 2015.

Source: Texas Business Organizations Code § 21.056 from the Texas Constitution and Statutes (Texas Legislature) (public record). DecisionDepot is for informational use only and is not legal advice — verify against the official source before relying on this text.