Texas Business Organizations Code

§ 3.060 — SUPPLEMENTAL PROVISIONS FOR RESTATED CERTIFICATE OF FORMATION FOR FOR-PROFIT CORPORATION OR PROFESSIONAL CORPORATION

BO § 3.060Title 1. GENERAL PROVISIONS · Ch. 3. FORMATION AND GOVERNANCE · Art. B. AMENDMENTS AND RESTATEMENTS OF CERTIFICATE OF FORMATION

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(a)In addition to the provisions authorized or required by Section 3.059, a restated certificate of formation for a for-profit corporation or professional corporation may omit:

(1)any prior statements regarding the number of directors and the names and addresses of the individuals serving as directors and, at the corporation's election, may insert a statement regarding the current number of directors and the names and addresses of the individuals currently serving as directors; and

(2)any provisions that were necessary to effect a change, exchange, reclassification, subdivision, combination, or cancellation of shares, if the change, exchange, reclassification, subdivision, combination, or cancellation has become effective.

(b)Except as provided by Title 2 or this subsection, an officer shall sign the restated certificate of formation on behalf of the corporation. If shares of the corporation have not been issued and the restated certificate of formation is adopted by the board of directors, one or more of the directors may sign the restated certificate of formation on behalf of the corporation.

(c)Any omission or insertion under Subsection (a) or omission under Section 3.059(b) is not considered an amendment that requires shareholder approval. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. Amended by:

Legislative history

Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 13, eff. September 1, 2007. Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 14, eff. September 1, 2007. Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 3, eff. September 1, 2015. Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 4, eff. September 1, 2021. Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411), Sec. 5, eff. September 1, 2025.