Sec. 21.056. RESTATED CERTIFICATE OF FORMATION. (a) A corporation may adopt a restated certificate of formation as provided by Subchapter B , Chapter 3 , by following the same procedures to amend its certificate of formation under Sections 21.052-21.055, except that: (1) shareholder approval is not required if an amendment is not adopted; and (2) the shareholders of a corporation may consent in writing, or the organizers of a corporation may adopt a resolution, to authorize a restated certificate of formation that contains an amendment to cancel an event requiring winding up in accordance with Section 21.502 (1) or (2). (b) The restated certificate of formation shall be filed in accordance with Chapter 4 and takes effect as provided by Subchapter B , Chapter 3 .
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