Tex.
Bus. Orgs. Code Section 10.151
Certificate of Merger and Exchange
(a)
A certificate of merger, which may also include an exchange, or a certificate of exchange, as applicable, must be filed for a merger or interest exchange to become effective if:(1)
for a merger:(A)
any domestic entity that is a party to the merger is a filing entity; or(B)
any domestic entity to be created under the plan of merger is a filing entity; or(2)
for an exchange, an ownership or membership interest in any filing entity is to be acquired in the interest exchange.(b)
If a certificate of merger or exchange is required to be filed in connection with an interest exchange or a merger, other than a merger under Section 10.006 (Short Form Merger), the certificate must be signed on behalf of each domestic entity and non-code organization that is a party to the merger or exchange by an officer or other authorized representative and must include:(1)
the plan of merger or exchange or a statement certifying:(A)
the name and organizational form of each domestic entity or non-code organization that is a party to the merger or exchange;(B)
for a merger, the name and organizational form of each domestic entity or non-code organization that is to be created by the plan of merger;(C)
the name of the jurisdiction in which each domestic entity or non-code organization named under Paragraph (A) or (B) is incorporated or organized;(D)
for a merger, the amendments or changes to the certificate of formation of any filing entity that is a party to the merger, or a statement that amendments or changes are being made to the certificate of formation of any filing entity that is a party to the merger as set forth in a restated certificate of formation containing amendments or a certificate of amendment attached to the certificate of merger under Subsection (d);(E)
for a merger, if no amendments or changes to the certificate of formation of a filing entity are made under Paragraph (D), a statement to that effect, which may also refer to a restated certificate of formation attached to the certificate of merger under Subsection (d);(F)
for a merger, that the certificate of formation of each new filing entity to be created under the plan of merger is being filed with the certificate of merger;(G)
that a plan of merger or exchange is on file at the principal place of business of each surviving, acquiring, or new domestic entity or non-code organization, and the address of each principal place of business; and(H)
that a copy of the plan of merger or exchange will be on written request furnished without cost by each surviving, acquiring, or new domestic entity or non-code organization to any owner or member of any domestic entity that is a party to or created by the plan of merger or exchange and, for a merger with multiple surviving domestic entities or non-code organizations, to any creditor or obligee of the parties to the merger at the time of the merger if a liability or obligation is then outstanding;(2)
if approval of the owners or members of any domestic entity that was a party to the plan of merger or exchange is not required by this code, a statement to that effect; and(3)
a statement that the plan of merger or exchange has been approved as required by the laws of the jurisdiction of formation of each organization that is a party to the merger or exchange and by the governing documents of those organizations.(c)
A certificate of merger may also constitute a certificate of exchange if it contains the information required for a certificate of exchange.(d)
As provided by Subsections (b)(1)(D) and (E), a certificate of merger filed under this section may include as an attachment a certificate of amendment, a restated certificate of formation without amendment, or a restated certificate of formation containing amendments for any filing entity that is a party to the merger.
Source:
Section 10.151 — Certificate of Merger and Exchange, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.10.htm#10.151 (accessed Jun. 5, 2024).
