Restated Certificate Of Formation Without Further Amendments {415}

Form 415--General Information (Restated Certificate of Formation without Further Amendments) The attached form is drafted to meet minimal statutory filing requirements pursuant to the relevant code provisions. This form and the information provided are not substitutes for the advice and services of an attorney and tax specialist. Commentary Sections 3.057 to 3.063 of the Texas Business Organizations Code (BOC) govern a restated certificate of formation of a Texas filing entity. A filing entity may restate its certificate of formation to: state the text of the certificate of formation (as amended, corrected, or restated) to include all previous amendments carried forward; or state the text of the certificate of formation to include all previous amendments and each new amendment to the certificate being restated. This form is designed to accompany the restated certificate of formation described in statement 1 shown above. If the restated certificate of formation effects further amendments to the certificate of formation, use Form 414 rather than this form. The text of the restated certificate of formation, which is to be attached as an exhibit, may omit the name and address of each organizer. In the case of a limited partnership, the restated certification of formation must include the name and address of each general partner. The restated certificate of formation may also omit any other information that may be omitted under the provisions of the BOC applicable to the filing entity. Consent: Effective January 1, 2010, a person designated as the registered agent of an entity must have consented, either in a written or electronic form, to serve as the registered agent of the entity. Although consent is required, a copy of the person's written or electronic consent need not be submitted with the restated certificate of formation. The liabilities and penalties imposed by sections 4.007 and 4.008 of the BOC apply with respect to a false statement in a filing instrument that names a person as the registered agent of an entity without that person's consent. (BOC § 5.207) Procedural Information by Entity Type Please note that a document on file with the secretary of state is a public record that is subject to public access and disclosure. Do not include confidential information, such as social security numbers. If updating information for directors or governing persons, use a business or post office box address rather than a residence address if privacy concerns are an issue. Section 21.056 of the BOC governs the adoption of a restated certificate of formation for a for-profit corporation or professional corporation. A restated certificate of formation is adopted by following the same procedures for amending the certificate of formation set forth in sections 21.052 to 21.055 of the BOC. However, if the restated certificate of formation makes no new amendments to the certificate being restated, the restated certificate is adopted by a resolution of the board of directors and the provisions for adoption by shareholders do not apply (BOC § 21.056). American LegalNet, Inc. www.FormsWorkFlow.com In addition to the provisions authorized or required by section 3.059 of the BOC, a restated certificate of formation may update the current number of directors and the names and addresses of the persons serving as directors. An officer must sign the restated certificate of formation. A majority of the directors also may sign the restated certificate of formation if no shares have been issued and the board of directors adopts the restated certificate. The provisions of chapters 20 and 21 of the BOC apply to a professional association, unless there is a conflict with a specific provision in title 7. A professional association may adopt a restated certificate of formation by following the same procedure for amending its certificate of formation. A professional association amends its certificate of formation by following the procedures set forth in its certificate of formation or if the certificate of formation does not provide a procedure for amending the certificate, the certificate of formation is amended by a two-thirds vote of its members. However, if the restated certificate of formation makes no new amendments to the certificate being restated, the restated certificate is adopted by a resolution of the board of directors or executive committee and the provisions for adoption by members do not apply. In addition to the provisions authorized or required by section 3.059 of the BOC, a restated certificate of formation may update the current number of directors or executive committee members and the names and addresses of each person serving on the board or committee. An officer must sign the restated certificate of formation. A restated certificate of formation is adopted by following the same procedures for amending the certificate of formation set forth in sections 22.105 to 22.108 and section 22.164 of the BOC. However, if the restated certificate of formation makes no new amendments to the certificate, the provisions for adoption by the members of the corporation would not apply. The restated certificate of formation that makes no further amendments would require the affirmative vote of a majority of the directors in office. In addition to the provisions authorized or required by section 3.059, a restated certificate of formation may update the current number of directors and the names and addresses of the persons serving as directors. A nonprofit corporation that is a church in which management is vested in its members under section 22.202 of the BOC, must contain a statement to that effect in any restated certificate of formation if the original certificate of formation was not required to contain such statement. An officer of the nonprofit corporation must sign the restated certificate of formation. A restated certificate of formation is adopted by following the same procedures for amending the certificate of formation. Section 251.052 of the BOC sets forth the procedure for amending the certificate of formation of a cooperative association. However, if the restated certificate of formation makes no new amendments to the certificate, the provisions for adoption by the members of the cooperative association would not apply. The restated certificate of formation that makes no further amendments would require the affirmative vote of two-thirds of the directors in office. An officer of the cooper