Tex. Bus. Orgs. Code § 21.056 · Subchapter B. FORMATION AND GOVERNING DOCUMENTS

RESTATED CERTIFICATE OF FORMATION.

Verbatim from the official edition

Text — Current through the 89th 2nd Called Legislative Session, 2025

(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.

Notes and commentary — not statutory text

History

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Amended by:

Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 22, 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 dce7fe2389c2d3fbb85aeea80287ec15274ef98a04db72161b170764f117bade
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

Procedural information only. Not legal advice and not a substitute for the advice of an attorney. Confirm the current text with the official publisher before relying on it.