Texas Business Organizations Code
Adoption of Plan of Merger
A domestic entity may effect a merger by complying with the applicable provisions of this code. A merger must be set forth in a plan of merger.
To effect a merger, each domestic entity that is a party to the merger must act on and approve the plan of merger in the manner prescribed by this code for the approval of mergers by the domestic entity.
If one or more non-code organizations is a party to the merger or is to be created by the plan of merger:
to effect the merger each non-code organization must take all action required by this code and its governing documents;
the merger must be permitted by:
the law of the state or country under whose law each non-code organization is incorporated or organized; or
the governing documents of each non-code organization if the documents are not inconsistent with the law under which the non-code organization is incorporated or organized; and
in effecting the merger each non-code organization that is a party to the merger must comply with:
the applicable laws under which it is incorporated or organized; and
the governing documents of the non-code organization.
A domestic entity may not merge under this subchapter if an owner or member of that entity that is a party to the merger will, as a result of the merger, become subject to owner liability, without that owner’s or member’s consent, for a liability or other obligation of any other person.Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by:Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 5, eff. September 1, 2015.