A restated certificate of formation must accurately restate the earlier certificate and include carried-forward and new amendments; it may omit certain listed items.
Sec. 3.059. RESTATED CERTIFICATE OF FORMATION. (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. (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. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. Amended by: Acts 2013, 83rd Leg., R.S., Ch. 9 (S.B. 847), Sec. 1, eff. September 1, 2013. Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 3, eff. September 1, 2023.