Texas § BO.21.052 - PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION
Full text of Texas The Texas Constitution § BO.21.052 — PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION, with citation guidance and answers to common questions.
§ BO.21.052. PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION
PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION. (a) To adopt an amendment to the certificate of formation of a corporation as provided by Subchapter B , Chapter 3 , the board of directors of the corporation shall: (1) adopt a resolution stating the proposed amendment; and (2) follow the procedures prescribed by Sections 21.053-21.055. (b) The resolution may incorporate the proposed amendment in a restated certificate of formation that complies with Section 3.059 . (b-1) The resolution may provide that at any time before the filing of a certificate of amendment takes effect as provided by Subchapter B , Chapter 3 , the board of directors may abandon the proposed amendment to the certificate of formation without further action by the shareholders of the corporation, notwithstanding authorization of the proposed amendment by the shareholders. (c) The certificate of amendment must be filed in accordance with Chapter 4 and takes effect as provided by Subchapter B , Chapter 3 . (d) This section does not affect: (1) the authority of the shareholders of a corporation to consent in writing to the cancellation of an event requiring winding up in accordance with Section 21.502 (1); or (2) the authority of the organizers of a corporation to adopt a resolution to cancel an event requiring winding up in accordance with Section 21.502 (2). Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319 ), Sec. 43, eff. January 1, 2006. Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860 ), Sec. 20, eff. September 1, 2015.
Source: official Texas text · Last verified 2026-08-27
Frequently Asked Questions About Texas § BO.21.052
What does The Texas Constitution § BO.21.052 cover?
Section BO.21.052 ("PROCEDURES TO ADOPT AMENDMENT TO CERTIFICATE OF FORMATION") is part of the The Texas Constitution, the codified statutory law of Texas. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Texas § BO.21.052?
A common citation format is "The Texas Constitution § BO.21.052" (Texas). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Texas law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Texas official source linked on this page or consult a licensed Texas attorney.
How does Texas § BO.21.052 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Texas can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Texas.