Texas § 22.109 RESTATED CERTIFICATE OF FORMATION.

Texas Statutes

§ 22.109 — RESTATED CERTIFICATE OF FORMATION.

Texas § 22.109

Code BOBusiness Organizations Code

This text of Texas § 22.109 (RESTATED CERTIFICATE OF FORMATION.) is published on Counsel Stack Legal Research, covering Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Tex. Business Organizations Code Code Ann. § 22.109 (2026).

Text

Sec. 22.109. RESTATED CERTIFICATE OF FORMATION.

(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 e

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Sec. 22.109. RESTATED CERTIFICATE OF FORMATION. (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 .
SUBCHAPTER D. MEMBERS

Legislative History

Added by Acts 2005, 79th Leg., Ch. 64 (H.B. 1319 ), Sec. 67, eff. January 1, 2006. Amended by: Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860 ), Sec. 27, eff. September 1, 2015.