Tex. Bus. Orgs. Code § 22.107 · Subchapter C. FORMATION AND GOVERNING DOCUMENTS
PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION BY BOARD OF DIRECTORS.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) If a corporation has no members or has no members with voting rights, or in the case of an amendment under Subsection (b), an amendment to the corporation's certificate of formation shall be adopted at a meeting of the board of directors on receiving the vote of directors required by Section 22.164.
(b) Except as otherwise provided by the certificate of formation, the board of directors of a corporation with members having voting rights may, without member approval, adopt amendments to the certificate of formation to:
(1) extend the duration of the corporation if the corporation was incorporated when limited duration was required by law;
(2) delete the names and addresses of the initial directors;
(3) delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state; or
(4) change the corporate name by:
(A) substituting the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," for a similar word or abbreviation in the name; or
(B) adding, deleting, or changing a geographical attribution to the name.
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.22.htm
- Text hash
- sha256 f95edd51411251a294c205173841d03d7a2dd01cf5094e3e00e282b39c2ecc2d
- 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
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