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Texas Business Organizations Code - BUS ORG § 22.107. Procedures to Adopt Amendment to Certificate of Formation by Board of Directors

Current as of January 01, 2024 | Updated by Findlaw Staff

(a) If a corporation has no members or has no members with voting rights, or in the case of an amendment under Subsection (b), an amendment to the corporation's certificate of formation shall be adopted at a meeting of the board of directors on receiving the vote of directors required by Section 22.164.

(b) Except as otherwise provided by the certificate of formation, the board of directors of a corporation with members having voting rights may, without member approval, adopt amendments to the certificate of formation to:

(1) extend the duration of the corporation if the corporation was incorporated when limited duration was required by law;

(2) delete the names and addresses of the initial directors;

(3) delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;  or

(4) change the corporate name by:

(A) substituting the word “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” for a similar word or abbreviation in the name;  or

(B) adding, deleting, or changing a geographical attribution to the name.

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Cite this article: FindLaw.com - Texas Business Organizations Code - BUS ORG § 22.107. Procedures to Adopt Amendment to Certificate of Formation by Board of Directors - last updated January 01, 2024 | https://codes.findlaw.com/tx/business-organizations-code/bus-org-sect-22-107/

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