Sec. 21.056. RESTATED CERTIFICATE OF FORMATION. (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.
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.
Structure Texas Statutes
Chapter 21 - For-Profit Corporations
Subchapter B. Formation and Governing Documents
Section 21.051. No Property Right in Certificate of Formation
Section 21.052. Procedures to Adopt Amendment to Certificate of Formation
Section 21.053. Adoption of Amendment by Board of Directors
Section 21.054. Adoption of Amendment by Shareholders
Section 21.055. Notice of and Meeting to Consider Proposed Amendment