Tex. Bus. Orgs. Code § 21.052 · Subchapter B. FORMATION AND GOVERNING DOCUMENTS
PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) To adopt an amendment to the certificate of formation of a corporation as provided by Subchapter B, Chapter 3, the board of directors of the corporation shall:
(1) adopt a resolution stating the proposed amendment; and
(2) follow the procedures prescribed by Sections 21.053-21.055.
(b) The resolution may incorporate the proposed amendment in a restated certificate of formation that complies with Section 3.059.
(b-1) The resolution may provide that at any time before the filing of a certificate of amendment takes effect as provided by Subchapter B, Chapter 3, the board of directors may abandon the proposed amendment to the certificate of formation without further action by the shareholders of the corporation, notwithstanding authorization of the proposed amendment by the shareholders.
(c) The certificate of amendment must be filed in accordance with Chapter 4 and takes effect as provided by Subchapter B, Chapter 3.
(d) This section does not affect:
(1) the authority of the shareholders of a corporation to consent in writing to the cancellation of an event requiring winding up in accordance with Section 21.502(1); or
(2) the authority of the organizers of a corporation to adopt a resolution to cancel an event requiring winding up in accordance with Section 21.502(2).
Notes and commentary — not statutory text
History
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 43, eff. January 1, 2006.
Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 20, eff. September 1, 2015.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.21.htm
- Text hash
- sha256 dc15f18285058f452ef3479cb9fa2694b00cbf818df3ac55712aa98219457add
- Composed by
- compose_tx.py 2026-10-05: the Legislative Council's chapter files read in document order; verify_tx.py's independent reading (lxml DOM walk) agrees character for character
This section cites
Provisions in this library that the text above cites, as it prints each citation. A range cited as “ss. 61.13-61.16” links its first and last provisions.
Business Organizations Code
- Tex. Bus. Orgs. Code ch. 3, subch. BAMENDMENTS AND RESTATEMENTS OF CERTIFICATE OF FORMATIONPrinted as Subchapter B, Chapter 3
- Tex. Bus. Orgs. Code § 3.059RESTATED CERTIFICATE OF FORMATION.Printed as Section 3.059
- Tex. Bus. Orgs. Code ch. 4FILINGSPrinted as Chapter 4
- Tex. Bus. Orgs. Code § 21.053ADOPTION OF AMENDMENT BY BOARD OF DIRECTORS.Printed as Sections 21.053-21.055
- Tex. Bus. Orgs. Code § 21.055NOTICE OF AND MEETING TO CONSIDER PROPOSED AMENDMENT.Printed as Sections 21.053-21.055
- Tex. Bus. Orgs. Code § 21.502CERTAIN PROCEDURES RELATING TO WINDING UP.Printed as Section 21.502(1) | Section 21.502(2)
Cited by 2 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 21.052. Each shows the citation as that text prints it.
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