Texas Business Organizations Code - Section 21.052. Procedures To Adopt Amendment To Certificate Of Formation
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§ 21.052. PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF
FORMATION. (a) To adopt an amendment to the certificate of
formation of a corporation as provided by Subchapter B, Chapter 3,
the board of directors of the corporation shall:
(1) adopt a resolution stating the proposed amendment;
and
(2) follow the procedures prescribed by Sections
21.053-21.055.
(b) The resolution may incorporate the proposed amendment
in a restated certificate of formation that complies with Section
3.059.
(b-1) The resolution may provide that at any time before the
filing of a certificate of amendment takes effect as provided by
Subchapter B, Chapter 3, the board of directors may abandon the
proposed amendment to the certificate of formation without further
action by the shareholders of the corporation, notwithstanding
authorization of the proposed amendment by the shareholders.
(c) The certificate of amendment must be filed in accordance
with Chapter 4 and takes effect as provided by Subchapter B, Chapter
3.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. Amended by
Acts 2005, 79th Leg., ch. 64, § 43, eff. Jan. 1, 2006.
Section: 12.260 12.261 20.001 20.002 21.001 21.002 21.051 21.052 21.053 21.054 21.055 21.056 21.057 21.058 21.059
Last modified: August 11, 2007
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