Tex. Bus. Orgs. Code § 22.109 · Subchapter C. FORMATION AND GOVERNING DOCUMENTS
RESTATED CERTIFICATE OF FORMATION.
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 procedure to amend its certificate of formation provided by Sections 22.104-22.107, except that:
(1) member approval is required only if the restated certificate of formation contains an amendment; and
(2) the members 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 22.302(1)(B) or 22.302(2), as applicable.
(b) A person shall file a restated certificate of formation as provided by Chapter 4, and the restated certificate of formation takes effect as provided by Subchapter B, Chapter 3.
Notes and commentary — not statutory text
History
Added by Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 67, eff. January 1, 2006.
Amended by:
Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 27, 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.22.htm
- Text hash
- sha256 f5e864096544636a21533105cc263a57154a5932d955ec65d56a1a0a935ca042
- 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 ch. 4FILINGSPrinted as Chapter 4
- Tex. Bus. Orgs. Code § 22.104ORGANIZATION MEETING.Printed as Sections 22.104-22.107
- Tex. Bus. Orgs. Code § 22.107PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION BY BOARD OF DIRECTORS.Printed as Sections 22.104-22.107
- Tex. Bus. Orgs. Code § 22.302CERTAIN PROCEDURES FOR APPROVAL.Printed as Section 22.302(1)(B) or 22.302(2)
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.