Tex. Bus. Orgs. Code Section 10.254
Disposition of Property Not a Merger or Conversion; Liability

(a)

A disposition of all or part of the property of a domestic entity, regardless of whether the disposition requires the approval of the entity’s owners or members, is not a merger or conversion for any purpose.

(b)

Except as otherwise expressly provided by another statute, a person acquiring property described by this section may not be held responsible or liable for a liability or obligation of the transferring domestic entity that is not expressly assumed by the person.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 55, eff. September 1, 2007.

Source: Section 10.254 — Disposition of Property Not a Merger or Conversion; Liability, https://statutes.­capitol.­texas.­gov/Docs/BO/htm/BO.­10.­htm#10.­254 (accessed Jun. 5, 2024).

10.001
Adoption of Plan of Merger 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 10.006
Short Form Merger 10.007
Effectiveness of Merger 10.008
Effect of Merger 10.009
Special Provisions Applying to Partnership Mergers 10.010
Special Provisions Applying to Nonprofit Corporation and Nonprofit Association Mergers 10.051
Interest Exchanges 10.052
Plan of Exchange: Required Provisions 10.053
Plan of Exchange: Permissive Provisions 10.054
Effectiveness of Exchange 10.055
General Effect of Interest Exchange 10.056
Special Provisions Applying to Partnerships 10.101
Conversion of Domestic Entities 10.102
Conversion of Non-code Organizations 10.103
Plan of Conversion: Required Provisions 10.104
Plan of Conversion: Permissive Provisions 10.105
Effectiveness of Conversion 10.106
General Effect of Conversion 10.107
Special Provisions Applying to Partnership Conversions 10.108
Special Provisions Applying to Nonprofit Corporation and Nonprofit Association Conversions 10.109
Special Provisions Applying to Conversion and Continuance 10.151
Certificate of Merger and Exchange 10.152
Certificate of Merger: Short Form Merger 10.153
Filing of Certificate of Merger or Exchange 10.154
Certificate of Conversion 10.155
Filing of Certificate of Conversion 10.156
Acceptance of Certificate for Filing 10.201
Abandonment of Plan of Merger, Exchange, or Conversion 10.202
Abandonment After Filing 10.203
Abandonment if No Filing Required 10.251
General Power of Domestic Entity to Sell, Lease, or Convey Property 10.252
No Approval Required for Certain Dispositions of Property 10.253
Recording Instrument Conveying Real Property of Domestic Entity 10.254
Disposition of Property Not a Merger or Conversion 10.301
Reorganization Under Bankruptcy and Similar Laws 10.302
Signing of Documents 10.303
Reorganization with Other Entities 10.304
Right of Dissent and Appraisal Excluded 10.305
After Final Decree 10.306
Chapter Cumulative of Other Changes 10.351
Applicability of Subchapter 10.352
Definitions 10.353
Form and Validity of Notice 10.354
Rights of Dissent and Appraisal 10.355
Notice of Right of Dissent and Appraisal 10.356
Procedure for Dissent by Owners as to Actions 10.357
Withdrawal of Demand for Fair Value of Ownership Interest 10.358
Response by Organization to Notice of Dissent and Demand for Fair Value by Dissenting Owner 10.359
Record of Demand for Fair Value of Ownership Interest 10.360
Rights of Transferee of Certain Ownership Interest 10.361
Proceeding to Determine Fair Value of Ownership Interest and Owners Entitled to Payment 10.362
Computation and Determination of Fair Value of Ownership Interest 10.363
Powers and Duties of Appraiser 10.364
Objection to Appraisal 10.365
Court Costs 10.366
Status of Ownership Interest Held or Formerly Held by Dissenting Owner 10.367
Rights of Owners Following Termination of Right of Dissent 10.368
Exclusivity of Remedy of Dissent and Appraisal 10.901
Creditors 10.902
Nonexclusivity 10.1025
Conversion and Continuance
Green check means up to date. Up to date

Accessed:
Jun. 5, 2024

§ 10.254’s source at texas​.gov