(a) If a corporation does not have any issued and outstanding shares, or in the case of an amendment under Subsection (b) or (c), the board of directors may adopt a proposed amendment to the corporation‘s certificate of formation by resolution without shareholder approval.
(b) Notwithstanding § 21.054, the board of directors may adopt a proposed amendment without shareholder approval in the manner provided by § 21.155 if the amendment to the corporation’s certificate of formation relates to a series of shares established by the board under authority granted to the board in the certificate of formation as provided by § 21.155.

Terms Used In Texas Business Organizations Code 21.053

  • 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

(c) Notwithstanding § 21.054 and except as otherwise provided by the certificate of formation, the board of directors of a corporation that has outstanding shares may, without shareholder approval, adopt an amendment to the corporation’s certificate of formation to change the word or abbreviation in its corporate name as required by § 5.054(a) to be a different word or abbreviation required by that section.

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