Texas Business Organizations Code - Section 10.001. Adoption Of Plan Of Merger
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§ 10.001. ADOPTION OF PLAN OF MERGER. (a) A domestic
entity may effect a merger by complying with the applicable
provisions of this code. A merger must be set forth in a plan of
merger.
(b) To effect a merger, each domestic entity that is a party
to the merger must act on and approve the plan of merger in the
manner prescribed by this code for the approval of mergers by the
domestic entity.
(c) A domestic entity subject to dissenters' rights must
provide the notice required by Section 10.355.
(d) If one or more non-code organizations is a party to the
merger or is to be created by the plan of merger:
(1) to effect the merger each non-code organization
must take all action required by this code and its governing
documents;
(2) the merger must be permitted by:
(A) the law of the state or country under whose
law each non-code organization is incorporated or organized; or
(B) the governing documents of each non-code
organization if the documents are not inconsistent with the law
under which the non-code organization is incorporated or organized;
and
(3) in effecting the merger each non-code organization
that is a party to the merger must comply with:
(A) the applicable laws under which it is
incorporated or organized; and
(B) the governing documents of the non-code
organization.
(e) A domestic entity may not merge under this subchapter if
an owner or member of that entity that is a party to the merger will,
as a result of the merger, become personally liable, without that
owner's or member's consent, for a liability or other obligation of
any other person.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Section: 9.201 9.202 9.203 9.204 9.251 9.252 9.301 10.001 10.002 10.003 10.004 10.005 10.006 10.007 10.008
Last modified: August 11, 2007
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