Texas Business Organizations Code - Section 21.156. Actions With Respect To Series Of Shares
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§ 21.156. ACTIONS WITH RESPECT TO SERIES OF SHARES. (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.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Section: 21.108 21.109 21.151 21.152 21.153 21.154 21.155 21.156 21.157 21.158 21.159 21.160 21.161 21.162 21.163
Last modified: August 11, 2007
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