Tex. Gov't Code Section 4005.009
Merger, Consolidation, and Asset Sales

(a)

The exemption provided by Section 4005.001 (Scope of Exemption) applies to the issuance or sale of securities by one corporation to another corporation or to the security holders of the corporation pursuant to a vote by one or more classes of those security holders, as required by the certificate of formation, certificate of incorporation, or applicable corporation statute, in connection with:

(1)

a merger;

(2)

a consolidation; or

(3)

a sale of corporate assets.

(b)

The exemption provided by Section 4005.001 (Scope of Exemption) applies to an issuance or sale described by Subsection (a) only if the security holders do not pay, give, or promise any consideration, and are not obligated to pay or give any consideration, for the securities issued or sold other than the corporation’s securities held by the security holders at the time of the issuance or sale.
Added by Acts 2019, 86th Leg., R.S., Ch. 491 (H.B. 4171), Sec. 1.01, eff. January 1, 2022.

Source: Section 4005.009 — Merger, Consolidation, and Asset Sales, https://statutes.­capitol.­texas.­gov/Docs/GV/htm/GV.­4005.­htm#4005.­009 (accessed May 26, 2025).

Green check means up to date. Up to date

Verified:
May 26, 2025

§ 4005.009. Merger, Consolidation, & Asset Sales's source at texas​.gov