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Texas Business Organizations Code - Section 10.002. Plan Of Merger: Required Provisions

Legal Research Home > Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Section 10.002. Plan Of Merger: Required Provisions

§ 10.002. PLAN OF MERGER:  REQUIRED PROVISIONS.  (a) A 
plan of merger must include:
		(1)  the name of each organization that is a party to 
the merger;           
		(2)  the name of each organization that will survive 
the merger;            
		(3)  the name of each new organization that is to be 
created by the plan of merger;
		(4)  a description of the organizational form of each 
organization that is a party to the merger or that is to be created 
by the plan of merger and its jurisdiction of formation;
		(5)  the manner and basis of converting any of the 
ownership or membership interests of each organization that is a 
party to the merger into:
			(A)  ownership interests, membership interests, 
obligations, rights to purchase securities, or other securities of 
one or more of the surviving or new organizations;
			(B)  cash;                                                                   
			(C)  other property, including ownership 
interests, membership interests, obligations, rights to purchase 
securities, or other securities of any other person or entity;  or
			(D)  any combination of the items described by 
Paragraphs (A)-(C);         
		(6)  the certificate of formation of each new domestic 
filing entity to be created by the plan of merger;
		(7)  the governing documents of each new domestic 
nonfiling entity to be created by the plan of merger;  and
		(8)  the governing documents of each non-code 
organization that:            
			(A)  is to survive the merger or to be created by 
the plan of merger;  and 
			(B)  is an entity that is not:                                               
				(i)  organized under the laws of any state or 
the United States;  or      
				(ii)  required to file its certificate of 
formation or similar document under which the entity is organized 
with the appropriate governmental authority.
	(b)  An item required by Subsections (a)(6)-(8) may be 
included in the plan of merger by an attachment or exhibit to the 
plan.
	(c)  If the plan of merger provides for a manner and basis of 
converting an ownership or membership interest that may be 
converted in a manner or basis different than any other ownership or 
membership interest of the same class or series of the ownership or 
membership interest, the manner and basis of conversion must be 
included in the plan of merger in the same manner as provided by 
Subsection (a)(5).

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.                     

Last modified: August 11, 2007