Tex. Business Organizations Code § 21.156
This is the official text of Tex. Business Organizations Code § 21.156, part of Texas’s Business Organizations Code — governs the formation and operation of corporations, LLCs, and partnerships.
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§ 21.156. ACTIONS WITH RESPECT TO SERIES OF SHARES.
Official statutory text
(a) To effect an action authorized under Section 21.155, the corporation must file with the secretary of state a statement that contains:
(1) the name of the corporation;
(2) if the statement relates to the establishment of a series of shares, a copy of the resolution establishing and designating the series and setting and determining the designations, preferences, limitations, and relative rights of the series;
(3) if the statement relates to an increase or decrease in the number of shares of a series, a copy of the resolution setting and determining the new number of shares of each series in which the number of shares is increased or decreased;
(4) if the statement relates to the deletion of a series of shares and all references to the series from the certificate of formation, a copy of the resolution deleting the series and all references to the series from the certificate of formation;
(5) if the statement relates to the amendment of designations, preferences, limitations, or relative rights of shares of a series that was previously established by resolution of the board of directors, a copy of the resolution in which the amendment is specified;
(6) the date of the adoption of the resolution; and
(7) a statement that the resolution was adopted by all necessary action on the part of the corporation.
(b) On the filing of a statement described by Subsection (a), the following resolutions will become an amendment of the certificate of formation, as appropriate:
(1) the resolution establishing and designating the series and setting and determining the designations, preferences, limitations, and relative rights of the series;
(2) the resolution setting the new number of shares of each series in which the number of shares is increased or decreased;
(3) the resolution deleting a series and all references to the series from the certificate of formation; or
(4) the resolution amending the designations, preferences, limitations, and relative rights of a series.
(c) An amendment of the certificate of formation under this section is not subject to the procedure to amend the certificate of formation contained in Subchapter B.
(1) the name of the corporation;
(2) if the statement relates to the establishment of a series of shares, a copy of the resolution establishing and designating the series and setting and determining the designations, preferences, limitations, and relative rights of the series;
(3) if the statement relates to an increase or decrease in the number of shares of a series, a copy of the resolution setting and determining the new number of shares of each series in which the number of shares is increased or decreased;
(4) if the statement relates to the deletion of a series of shares and all references to the series from the certificate of formation, a copy of the resolution deleting the series and all references to the series from the certificate of formation;
(5) if the statement relates to the amendment of designations, preferences, limitations, or relative rights of shares of a series that was previously established by resolution of the board of directors, a copy of the resolution in which the amendment is specified;
(6) the date of the adoption of the resolution; and
(7) a statement that the resolution was adopted by all necessary action on the part of the corporation.
(b) On the filing of a statement described by Subsection (a), the following resolutions will become an amendment of the certificate of formation, as appropriate:
(1) the resolution establishing and designating the series and setting and determining the designations, preferences, limitations, and relative rights of the series;
(2) the resolution setting the new number of shares of each series in which the number of shares is increased or decreased;
(3) the resolution deleting a series and all references to the series from the certificate of formation; or
(4) the resolution amending the designations, preferences, limitations, and relative rights of a series.
(c) An amendment of the certificate of formation under this section is not subject to the procedure to amend the certificate of formation contained in Subchapter B.
Status: in_force · Read it on the official government site
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