(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 § 3.059.

Terms Used In Texas Business Organizations Code 21.052

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Certificate of formation: means :
    (A) the document required to be filed with the filing officer under Chapter 3 to form a filing entity; and
    (B) if appropriate, a restated certificate of formation and all amendments of an original or restated certificate of formation. See Texas Business Organizations Code 1.002
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Corporation: means an entity governed as a corporation under Title 2 or 7. See Texas Business Organizations Code 1.002
  • in writing: includes any representation of words, letters, or figures, whether by writing, printing, or other means. See Texas Government Code 312.011

(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.
(d) This section does not affect:
(1) the authority of the shareholders of a corporation to consent in writing to the cancellation of an event requiring winding up in accordance with § 21.502(1); or
(2) the authority of the organizers of a corporation to adopt a resolution to cancel an event requiring winding up in accordance with § 21.502(2).