Tex. Business Organizations Code § 22.109
This is the official text of Tex. Business Organizations Code § 22.109, part of Texas’s Business Organizations Code — governs the formation and operation of corporations, LLCs, and partnerships.
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§ 22.109. RESTATED CERTIFICATE OF FORMATION.
Official statutory text
(a) A corporation may adopt a restated certificate of formation as provided by Subchapter B, Chapter 3, by following the same procedure to amend its certificate of formation provided by Sections 22.104-22.107, except that:
(1) member approval is required only if the restated certificate of formation contains an amendment; and
(2) the members may consent in writing, or the organizers of a corporation may adopt a resolution, to authorize a restated certificate of formation that contains an amendment to cancel an event requiring winding up in accordance with Section 22.302(1)(B) or 22.302(2), as applicable.
(b) A person shall file a restated certificate of formation as provided by Chapter 4, and the restated certificate of formation takes effect as provided by Subchapter B, Chapter 3.
(1) member approval is required only if the restated certificate of formation contains an amendment; and
(2) the members may consent in writing, or the organizers of a corporation may adopt a resolution, to authorize a restated certificate of formation that contains an amendment to cancel an event requiring winding up in accordance with Section 22.302(1)(B) or 22.302(2), as applicable.
(b) A person shall file a restated certificate of formation as provided by Chapter 4, and the restated certificate of formation takes effect as provided by Subchapter B, Chapter 3.
Status: in_force · Read it on the official government site
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