Tex. Bus. Orgs. Code Section 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;

(2)

the initial mailing address of the filing entity; and

(3)

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.
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 3, eff. September 1, 2023.

Source: Section 3.059 — Restated Certificate of Formation, https://statutes.­capitol.­texas.­gov/Docs/BO/htm/BO.­3.­htm#3.­059 (accessed Jun. 5, 2024).

3.001
Formation and Existence of Filing Entities 3.002
Formation and Existence of Nonfiling Entities 3.003
Duration 3.004
Organizers 3.005
Certificate of Formation 3.006
Filings in Case of Merger or Conversion 3.007
Supplemental Provisions Required in Certificate of Formation of For-profit or Professional Corporation 3.008
Supplemental Provisions Required in Certificate of Formation of Close Corporation 3.009
Supplemental Provisions Required in Certificate of Formation of Nonprofit Corporation 3.010
Supplemental Provisions Required in Certificate of Formation of Limited Liability Company 3.011
Supplemental Provisions Regarding Certificate of Formation of Limited Partnership 3.012
Supplemental Provisions Required in Certificate of Formation of Real Estate Investment Trust 3.013
Supplemental Provisions Required in Certificate of Formation of Cooperative Association 3.014
Supplemental Provisions Required in Certificate of Formation of Professional Entity 3.015
Supplemental Provisions Required in Certificate of Formation of Professional Association 3.051
Right to Amend Certificate of Formation 3.052
Procedures to Amend Certificate of Formation 3.053
Certificate of Amendment 3.054
Execution of Certificate of Amendment of For-profit Corporation 3.055
Supplemental Provisions for Certificate of Amendment of Real Estate Investment Trust 3.056
Effect of Filing of Certificate of Amendment 3.057
Right to Restate Certificate of Formation 3.058
Procedures to Restate Certificate of Formation 3.059
Restated Certificate of Formation 3.060
Supplemental Provisions for Restated Certificate of Formation for For-profit Corporation or Professional Corporation 3.061
Supplemental Provisions for Restated Certificate of Formation for Nonprofit Corporation 3.062
Supplemental Provisions for Restated Certificate of Formation for Real Estate Investment Trust 3.063
Effect of Filing of Restated Certificate of Formation 3.101
Governing Authority 3.102
Rights of Governing Persons in Certain Cases 3.103
Officers 3.104
Removal of Officers 3.105
Rights of Officers in Certain Cases 3.151
Books and Records for All Filing Entities 3.152
Governing Person’s Right of Inspection 3.153
Right of Examination by Owner or Member 3.201
Certificated or Uncertificated Ownership Interest 3.202
Form and Validity of Certificates 3.203
Signature Requirement 3.204
Delivery Requirement 3.205
Notice for Uncertificated Ownership Interest 3.251
Definitions 3.252
Provisions in Governing Documents 3.255
Effect of Emergency Action 3.0611
Supplemental Provisions for Restated Certificate of Formation for Limited Liability Company 3.2535
Actions During Emergency Period
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Accessed:
Jun. 5, 2024

§ 3.059’s source at texas​.gov