Texas Business Organizations Code - Section 3.059. Restated Certificate Of Formation
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§ 3.059. RESTATED CERTIFICATE OF FORMATION. (a) A
restated certificate of formation must accurately state the text of
the previous certificate of formation, regardless of whether the
certificate of formation is an original, corrected, or restated
certificate, and include:
(1) each previous amendment to the certificate being
restated that is carried forward; and
(2) each new amendment to the certificate being
restated.
(b) A restated certificate of formation may omit:
(1) the name and address of each organizer other than
the name and address of each general partner of a limited
partnership or trust manager of a real estate investment trust; and
(2) any other information that may be omitted under
the provisions of this code applicable to the filing entity.
(c) A restated certificate of formation that does not make
new amendments to the certificate of formation being restated must
be accompanied by:
(1) a statement that the restated certificate of
formation accurately states the text of the certificate of
formation being restated, as amended, restated, and corrected,
except for information omitted under Subsection (b); and
(2) any other information required by other provisions
of this code applicable to the filing entity.
(d) A restated certificate of formation that makes new
amendments to the certificate of formation being restated must:
(1) be accompanied by a statement that each new
amendment has been made in accordance with this code;
(2) identify by reference or description each added,
altered, or deleted provision;
(3) be accompanied by a statement that each amendment
has been approved in the manner required by this code and the
governing documents of the entity;
(4) be accompanied by a statement that the restated
certificate of formation:
(A) accurately states the text of the certificate
of formation being restated and each amendment to the certificate
of formation being restated that is in effect, as further amended by
the restated certificate of formation; and
(B) does not contain any other change in the
certificate of formation being restated except for information
omitted under Subsection (b); and
(5) include any other information required by the
title of this code applicable to the entity.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Section: 3.052 3.053 3.054 3.055 3.056 3.057 3.058 3.059 3.060 3.061 3.062 3.063 3.101 3.102 3.103
Last modified: August 11, 2007
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