Section 21.156 - Actions With Respect to Series of Shares(a) To effect an action authorized under Section 21.155, the corporation must file with the secretary of state a statement that contains: (1) the name of the corporation;(2) if the statement relates to the establishment of a series of shares, a copy of the resolution establishing and designating the series and setting and determining the designations, preferences, limitations, and relative rights of the series;(3) if the statement relates to an increase or decrease in the number of shares of a series, a copy of the resolution setting and determining the new number of shares of each series in which the number of shares is increased or decreased;(4) if the statement relates to the deletion of a series of shares and all references to the series from the certificate of formation, a copy of the resolution deleting the series and all references to the series from the certificate of formation;(5) if the statement relates to the amendment of designations, preferences, limitations, or relative rights of shares of a series that was previously established by resolution of the board of directors, a copy of the resolution in which the amendment is specified;(6) the date of the adoption of the resolution; and(7) a statement that the resolution was adopted by all necessary action on the part of the corporation.(b) On the filing of a statement described by Subsection (a), the following resolutions will become an amendment of the certificate of formation, as appropriate: (1) the resolution establishing and designating the series and setting and determining the designations, preferences, limitations, and relative rights of the series;(2) the resolution setting the new number of shares of each series in which the number of shares is increased or decreased;(3) the resolution deleting a series and all references to the series from the certificate of formation; or(4) the resolution amending the designations, preferences, limitations, and relative rights of a series.(c) An amendment of the certificate of formation under this section is not subject to the procedure to amend the certificate of formation contained in Subchapter B.Tex. Bus. Org. Code § 21.156
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. 1/1/2006.