Tex.
Bus. Orgs. Code Section 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 (Notice of Right of Dissent and Appraisal).(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 owner’s or member’s consent, for a liability or other obligation of any other person.
Source:
Section 10.001 — Adoption of Plan of Merger, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.10.htm#10.001 (accessed Jun. 5, 2024).
