(a) In addition to the provisions authorized or required by § 3.059, a restated certificate of formation for a for-profit corporation or professional corporation may omit any prior statements regarding the number of directors and the names and addresses of the persons serving as directors and, at the corporation‘s election, may insert a statement regarding the current number of directors and the names and addresses of the persons currently serving as directors.
(b) Except as provided by Title 2 or this subsection, an officer shall sign the restated certificate of formation on behalf of the corporation. If shares of the corporation have not been issued and the restated certificate of formation is adopted by the board of directors, one or more of the directors may sign the restated certificate of formation on behalf of the corporation.

Terms Used In Texas Business Organizations Code 3.060

  • 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
  • Officer: means an individual elected, appointed, or designated as an officer of an entity by the entity's governing authority or under the entity's governing documents. See Texas Business Organizations Code 1.002
  • Professional corporation: has the meaning assigned by § 301. See Texas Business Organizations Code 1.002
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