Texas Business Organizations Code - Section 22.107. Procedures To Adopt Amendment To Certificate Of Formation By Board Of Directors
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Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Section 22.107. Procedures To Adopt Amendment To Certificate Of Formation By Board Of Directors
§ 22.107. PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF
FORMATION BY BOARD OF DIRECTORS. (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.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Section: 22.056 22.101 22.102 22.103 22.104 22.105 22.106 22.107 22.108 22.109 22.151 22.152 22.153 22.154 22.155
Last modified: August 11, 2007
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