Texas Business Organizations Code
Sec. § 3.059
Restated Certificate of Formation


(a)

A restated certificate of formation must accurately state the text of the previous certificate of formation, regardless of whether the certificate of formation is an original, corrected, or restated certificate, and include:

(1)

each previous amendment to the certificate being restated that is carried forward; and

(2)

each new amendment to the certificate being restated.

(b)

A restated certificate of formation may omit:

(1)

the name and address of each organizer other than the name and address of each general partner of a limited partnership or trust manager of a real estate investment trust; and

(2)

any other information that may be omitted under the provisions of this code applicable to the filing entity.

(c)

A restated certificate of formation that does not make new amendments to the certificate of formation being restated must be accompanied by:

(1)

a statement that the restated certificate of formation accurately states the text of the certificate of formation being restated, as amended, restated, and corrected, except for information omitted under Subsection (b); and

(2)

any other information required by other provisions of this code applicable to the filing entity.

(d)

A restated certificate of formation that makes new amendments to the certificate of formation being restated must:

(1)

be accompanied by a statement that each new amendment has been made in accordance with this code;

(2)

be accompanied by a statement that each amendment has been approved in the manner required by this code and the governing documents of the entity;

(3)

be accompanied by a statement that the restated certificate of formation:

(A)

accurately states the text of the certificate of formation being restated and each amendment to the certificate of formation being restated that is in effect, as further amended by the restated certificate of formation; and

(B)

does not contain any other change in the certificate of formation being restated except for information omitted under Subsection (b); and

(4)

include any other information required by the title of this code applicable to the entity.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2013, 83rd Leg., R.S., Ch. 9 (S.B. 847), Sec. 1, eff. September 1, 2013.
Sec. 3.060. SUPPLEMENTAL PROVISIONS FOR RESTATED CERTIFICATE OF FORMATION FOR FOR-PROFIT CORPORATION OR PROFESSIONAL CORPORATION. (a) In addition to the provisions authorized or required by Section 3.059, a restated certificate of formation for a for-profit corporation or professional corporation may update the current number of directors and the names and addresses of the persons 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.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 13, eff. September 1, 2007.
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 14, eff. September 1, 2007.
Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 3, eff. September 1, 2015.
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Last accessed
Jun. 9, 2018