Texas Business Organizations Code
Sec. § 10.001
Adoption of Plan of Merger


(a)

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.

(b)

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.

(c)

A domestic entity subject to dissenters rights must provide the notice required by Section 10.355.

(d)

If one or more non-code organizations is a party to the merger or is to be created by the plan of merger:

(1)

to effect the merger each non-code organization must take all action required by this code and its governing documents;

(2)

the merger must be permitted by:

(A)

the law of the state or country under whose law each non-code organization is incorporated or organized; or

(B)

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

(3)

in effecting the merger each non-code organization that is a party to the merger must comply with:

(A)

the applicable laws under which it is incorporated or organized; and

(B)

the governing documents of the non-code organization.

(e)

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 owners or members 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.
Sec. 10.002. PLAN OF MERGER: REQUIRED PROVISIONS. (a) A plan of merger must be in writing and must include:

(1)

the name of each organization that is a party to the merger;

(2)

the name of each organization that will survive the merger;

(3)

the name of each new organization that is to be created by the plan of merger;

(4)

a description of the organizational form of each organization that is a party to the merger or that is to be created by the plan of merger and its jurisdiction of formation;

(5)

the manner and basis, including use of a formula, of converting or exchanging any of the ownership or membership interests of each organization that is a party to the merger into:

(A)

ownership interests, membership interests, obligations, rights to purchase securities, or other securities of one or more of the surviving or new organizations;

(B)

cash;

(C)

other property, including ownership interests, membership interests, obligations, rights to purchase securities, or other securities of any other person or entity; or

(D)

any combination of the items described by Paragraphs (A)-(C);

(6)

the identification of any of the ownership or membership interests of an organization that is a party to the merger that are:

(A)

to be canceled rather than converted or exchanged; or

(B)

to remain outstanding rather than converted or exchanged if the organization survives the merger;

(7)

the certificate of formation of each new domestic filing entity to be created by the plan of merger;

(8)

the governing documents of each new domestic nonfiling entity to be created by the plan of merger; and

(9)

the governing documents of each non-code organization that:

(A)

is to survive the merger or to be created by the plan of merger; and

(B)

is an entity that is not:

(i)

organized under the laws of any state or the United States; or

(ii)

required to file its certificate of formation or similar document under which the entity is organized with the appropriate governmental authority.

(b)

An item required by Subsections (a)(7)-(9) may be included in the plan of merger by an attachment or exhibit to the plan.

(c)

If the plan of merger provides for a manner and basis of converting or exchanging an ownership or membership interest that may be converted or exchanged in a manner or basis different than any other ownership or membership interest of the same class or series of the ownership or membership interest, the manner and basis of conversion or exchange must be included in the plan of merger in the same manner as provided by Subsection (a)(5). A plan of merger may provide for cancellation of an ownership or membership interest while providing for the conversion or exchange of other ownership or membership interests of the same class or series as the ownership or membership interest to be canceled.

(d)

Any of the terms of the plan of merger may be made dependent on facts ascertainable outside of the plan if the manner in which those facts will operate on the terms of the merger is clearly and expressly stated in the plan. In this subsection, "facts" includes the occurrence of any event, including a determination or action by any person.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 10, eff. September 1, 2011.
Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 6, eff. September 1, 2015.
Sec. 10.003. CONTENTS OF PLAN OF MERGER: MORE THAN ONE SUCCESSOR. If more than one organization is to survive or to be created by the plan of merger, the plan of merger must include:

(1)

the manner and basis of allocating and vesting the property of each organization that is a party to the merger among one or more of the surviving or new organizations;

(2)

the name of each surviving or new organization that is primarily obligated for the payment of the fair value of an ownership or membership interest of an owner or member of a domestic entity subject to dissenters rights that is a party to the merger and who complies with the requirements for dissent and appraisal under this code applicable to the domestic entity; and

(3)

the manner and basis of allocating each liability and obligation of each organization that is a party to the merger, or adequate provisions for the payment and discharge of each liability and obligation, among one or more of the surviving or new organizations.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Sec. 10.004. PLAN OF MERGER: PERMISSIVE PROVISIONS. A plan of merger may include:

(1)

amendments to, restatements of, or amendments and restatements of the governing documents of any surviving organization, including a certificate of amendment, a restated certificate of formation without amendment, or a restated certificate of formation containing amendments;

(2)

provisions relating to an interest exchange, including a plan of exchange; and

(3)

any other provisions relating to the merger that are not required by this chapter.
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. 7, eff. September 1, 2015.
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Dec. 5, 2019