Tex. Bus. Orgs. Code § 21.156 · Subchapter D. SHARES, OPTIONS, AND CONVERTIBLE SECURITIES
ACTIONS WITH RESPECT TO SERIES OF SHARES.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) To effect an action authorized under Section 21.155, the corporation must file with the secretary of state a statement that contains:
(1) the name of the corporation;
(2) if the statement relates to the establishment of a series of shares, a copy of the resolution establishing and designating the series and setting and determining the designations, preferences, limitations, and relative rights of the series;
(3) if the statement relates to an increase or decrease in the number of shares of a series, a copy of the resolution setting and determining the new number of shares of each series in which the number of shares is increased or decreased;
(4) if the statement relates to the deletion of a series of shares and all references to the series from the certificate of formation, a copy of the resolution deleting the series and all references to the series from the certificate of formation;
(5) if the statement relates to the amendment of designations, preferences, limitations, or relative rights of shares of a series that was previously established by resolution of the board of directors, a copy of the resolution in which the amendment is specified;
(6) the date of the adoption of the resolution; and
(7) a statement that the resolution was adopted by all necessary action on the part of the corporation.
(b) On the filing of a statement described by Subsection (a), the following resolutions will become an amendment of the certificate of formation, as appropriate:
(1) the resolution establishing and designating the series and setting and determining the designations, preferences, limitations, and relative rights of the series;
(2) the resolution setting the new number of shares of each series in which the number of shares is increased or decreased;
(3) the resolution deleting a series and all references to the series from the certificate of formation; or
(4) the resolution amending the designations, preferences, limitations, and relative rights of a series.
(c) An amendment of the certificate of formation under this section is not subject to the procedure to amend the certificate of formation contained in Subchapter B.
Notes and commentary — not statutory text
History
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
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 9fe16dff181b46c61eb52b4b80be68a2d7d4b97b7a089b3f56584f41a16d2382
- 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
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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.