Tex.
Bus. Orgs. Code Section 10.303
Reorganization with Other Entities
(1)
Subchapters A, B, D, E, and H apply to the domestic entity or non-code organization that is not being reorganized to the same extent those subchapters would apply if the domestic entity or non-code organization were merging or engaging in an interest exchange with a domestic entity that is not being reorganized, except as otherwise provided by the plan of reorganization ordered by a court under the federal statute;(2)
Subchapter H applies to a subsidiary organization that is not being reorganized to the same extent that subchapter would apply if the subsidiary organization were merging with a parent organization that is not being reorganized;(3)
on the receipt of all required authorization for all action required by this code for each domestic entity that is a party to the plan of merger or exchange that is not being reorganized and all action by each domestic entity or non-code organization that is a party to the plan of merger or exchange required by the laws of the entity’s or organization’s jurisdiction of formation and governing documents, a certificate of merger or exchange shall be signed by each domestic entity or non-code organization that is a party to the merger or exchange other than the domestic entity that is being reorganized as provided by Section 10.151 (Certificate of Merger and Exchange) and on behalf of the domestic entity that is being reorganized by the persons specified in Section 10.302 (Signing of Documents);(4)
the certificate of merger or exchange must contain the information required by Section 10.302 (Signing of Documents)(2);(5)
the certificate of merger or exchange must be filed in the manner provided by Section 10.153 (Filing of Certificate of Merger or Exchange); and(6)
on the acceptance for filing of the certificate of merger or exchange in accordance with Subchapter D, the merger or interest exchange, when effective, has the same effect as if it had been adopted by unanimous action of the governing authority and owners or members of the domestic entity being reorganized, and the effectiveness of the merger or interest exchange is determined as provided by Section 10.007 (Effectiveness of Merger) or 10.054 (Effectiveness of Exchange).
Source:
Section 10.303 — Reorganization with Other Entities, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.10.htm#10.303 (accessed Jun. 5, 2024).
