Amending and Restating a Texas Certificate of Formation Just Got Easier

Great news for corporate law practitioners in Texas. One of my pet peeves with regard to filings with the Secretary of State has been eliminated. Thanks to recently enacted Senate Bill 847, effective September 1, 2013, a restated certificate of formation is no longer required to “identify by reference or description each added, altered, or deleted provision.” That provision is no longer part of Section 3.059 of the Texas Business Organizations Code.

Texas_Secretary_of_State_SealThe requirement to describe amendments of a certificate of formation was previously a thorn in my side because:

  • it is totally unnecessary – why does it matter what the certificate of formation used to say if it has been amended and restated?
  • and if one person in a million decided that that absolutely had to know what changes had been made to the certificate of formation couldn’t they take that project themselves – every version of the certificate of formation is publicly available?
  • and most importantly, the standard for the description was too vague – how detailed of a description of the changes to the certificate is necessary to comply with the Texas Business Organizations Code? So Texas entities and their lawyers had to guess how much time to waste on complying with this silly requirement.

Congratulations to the 83rd Texas Legislature for fixing this problem with the Texas Business Organizations Code. Of course, now I’ll have to identify a new pet peeve!