Texas Business Organizations Code 3.059 – Restated Certificate of Formation
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(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.
Terms Used In Texas Business Organizations Code 3.059
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Certificate of formation: means :
(A) the document required to be filed with the filing officer under Chapter 3 to form a filing entity; and
(B) if appropriate, a restated certificate of formation and all amendments of an original or restated certificate of formation. See Texas Business Organizations Code 1.002 - Entity: means a domestic entity or foreign entity. See Texas Business Organizations Code 1.002
- Filing entity: means a domestic entity that is a corporation, limited partnership, limited liability company, professional association, cooperative, or real estate investment trust. See Texas Business Organizations Code 1.002
- General partner: means :
(A) each partner in a general partnership; or
(B) a person who has become, and has not ceased to be, a general partner in a limited partnership in accordance with the governing documents of the limited partnership or this code. See Texas Business Organizations Code 1.002 - Governing documents: means :
(A) in the case of a domestic entity:
(i) the certificate of formation for a domestic filing entity or the document or agreement under which a domestic nonfiling entity is formed; and
(ii) the other documents or agreements adopted by the entity under this code to govern the formation or the internal affairs of the entity; or
(B) in the case of a foreign entity, the instruments, documents, or agreements adopted under the law of its jurisdiction of formation to govern the formation or the internal affairs of the entity. See Texas Business Organizations Code 1.002 - Manager: means a person designated as a manager of a limited liability company that is not managed by members of the company. See Texas Business Organizations Code 1.002
- Real estate investment trust: means an entity governed as a real estate investment trust under Title 5. See Texas Business Organizations Code 1.002
(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.