Form 426
1
Form 426—General Information
(Resolution Relating to a Series of Shares)
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
This form has been promulgated to comply with the provisions of the Texas Business Organizations
Code (BOC) as well as prior law regarding filing a statement relating to an action with respect to a series
of shares by a for-profit corporation. There are not substantive differences in the filing of the statement
under prior law and under the BOC. Consequently, instructions for the form only make statutory
references to the BOC.
If expressly authorized by the corporation’s certificate of formation and subject to that certificate, the
board of directors of a corporation may establish series of unissued shares of any class by setting and
determining the designations, preferences, limitations, and relative right, including voting rights of the
shares (BOC § 21.155). To establish the series, the board of directors must adopt a resolution. To effect
an action authorized under section 21.155, the corporation must file with the secretary of state a
statement regarding the establishment of shares.
If not restricted by the certificate of formation, the board of directors may increase or decrease the
number of unissued shares in a series by adopting a resolution setting and determining the new number
of shares (BOC § 21.155(c)). Additionally, the board of directors by resolution may delete a series if no
shares of that series have been issued or no issued shares of the series remain outstanding (BOC §
21.155(e)). If no shares of a series established by resolution of the board of directors are outstanding
because no shares of that series have been issued, the board of directors also may amend the
designations, preferences, limitations, and relative rights, including the voting rights, of the series or
amend any designation, preference, limitation, or relative right that is not set and determined by the
certificate of formation (BOC § 21.155(f)).
On filing the statement regarding the resolution, the resolution becomes an amendment of the certificate
of formation (BOC § 21.156). An amendment of the certificate of formation under section 21.155 is not
subject to the procedure to amend the certificate of formation.
Instructions for Form
• Entity Information: The statement must contain the legal name of the entity. It is recommended
that the file number assigned by the secretary of state be provided to facilitate processing of the
document.
• Copy of Resolution: A copy of the resolution establishing a series of shares, increasing or
decreasing the number of shares in a series, deleting an established series, or amending a series must
be attached to the statement.
• Adoption of Resolution: The statement must indicate that the resolution was adopted by all
necessary action on the part of the corporation (BOC § 21.155). In addition, the statement must
include the date the board of directors adopted the resolution.
