Tex.
Bus. Orgs. Code Section 10.006
Short Form Merger
(a)
A parent organization that owns at least 90 percent of the outstanding ownership or membership interests of each class and series of each of one or more subsidiary organizations may merge with one or more of the subsidiary organizations as provided by this section if:(1)
at least one of the parties to the merger is a domestic entity and each other party is a domestic entity or another non-code organization organized under the laws of a jurisdiction that permits a merger of the type authorized by this chapter; and(2)
the resulting organization or organizations are the parent organization, one or more existing subsidiary organizations, or one or more new organizations.(b)
No action by any subsidiary organization that is a domestic entity is required to approve the merger.(c)
If the parent organization will not survive the merger, a plan of merger must be adopted by action of the parent organization in the same manner as a plan of merger not governed by this section or Section 10.005 (Creation of Holding Company by Merger).(d)
If the parent organization will survive the merger, the merger is required to be approved only by a resolution adopted by the governing authority of the parent organization.(e)
Sections 10.001 (Adoption of Plan of Merger)(c)-(e), 10.002 (Plan of Merger: Required Provisions)(c), 10.003 (Contents of Plan of Merger: More than One Successor), and 10.007-10.010 apply to a merger approved under Subsection (d), except that the resolution approving the merger should be considered the plan of merger for purposes of those sections.(f)
The resolution approving the merger under Subsection (d) must describe:(1)
the basic terms of the merger;(2)
the organizations that are party to the merger; and(3)
the organizations that survive the merger.(g)
If the parent organization does not own all of the outstanding ownership or membership interests of each class or series of ownership or membership interests of each subsidiary organization that is a party to the merger, the resolution of the parent organization required by Subsection (d) must describe the terms of the merger, including the cash or other property, including ownership or membership interests, obligations, rights to purchase securities, or other securities of any person or organization or any combination of the ownership or membership interests, obligations, rights, or other securities, to be used, paid, or delivered by the parent organization on surrender of each ownership or membership interest of the subsidiary organizations not owned by the parent organization.(h)
An entity is not disqualified from effecting a merger under any other provision of this chapter because it qualifies for a merger under this section.(i)
This section shall not apply if a subsidiary organization that is a party to the merger is:(1)
a partnership; or(2)
a domestic entity that has in its governing documents the provision required by Section 10.005 (Creation of Holding Company by Merger)(d)(1) and of which there are outstanding ownership or membership interests that would be entitled to vote on the merger absent this section.
Source:
Section 10.006 — Short Form Merger, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.10.htm#10.006 (accessed Apr. 20, 2024).
