Texas Business Organizations Code
Sec. § 10.301
Reorganization Under Bankruptcy and Similar Laws


A trustee appointed for a domestic entity that is being reorganized under a federal statute, the designated officers of a domestic entity being reorganized under a federal statute, or any other individual designated by a court having jurisdiction of a domestic entity being reorganized under a federal statute to act on behalf of the domestic entity may, without action by or notice to the domestic entity’s governing authority, owners, or members, in order to carry out a plan of reorganization ordered by a court under the federal statute:


amend or restate the domestic entity’s certificate of formation if the certificate of formation after amendment or restatement contains only provisions required or permitted to be contained in the certificate of formation;


merge or exchange an interest with one or more domestic entities or non-code organizations under a plan of merger or exchange having any provision required or permitted by Sections 10.002 (Plan of Merger: Required Provisions), 10.003 (Contents of Plan of Merger: More Than One Successor), 10.004 (Plan of Merger: Permissive Provisions), 10.005 (Creation of Holding Company by Merger), 10.052 (Plan of Exchange: Required Provisions), and 10.053 (Plan of Exchange: Permissive Provisions);


change the location of the domestic entity’s registered office, change its registered agent, and remove or appoint any agent to receive service of process;


alter, amend, or repeal the domestic entity’s governing documents other than filing instruments;


constitute or reconstitute and classify or reclassify the domestic entity’s governing authority and name, constitute, or appoint managerial officials in place of or in addition to all or some of the managerial officials;


sell, lease, exchange, or otherwise dispose of all, or substantially all, of the domestic entity’s property and assets;


authorize and fix the terms, manner, and conditions of the issuance of bonds, debentures, or other obligations, regardless of whether the obligation is convertible into ownership interests of any class or bearing warrants or other evidences of optional rights to purchase or subscribe for any ownership interests of any class;


wind up and terminate the entity’s existence; or


effect a conversion.


An action taken under Subsection (a)(4) or (5) takes effect on entry of the order approving the plan of reorganization or on another effective date as may be specified, without further action of the domestic entity, as and to the extent provided by the plan of reorganization or the order approving the plan of reorganization.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Last accessed
May. 14, 2021