Texas Business Organizations Code - Section 10.006. Short Form Merger
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§ 10.006. SHORT FORM MERGER. (a) A parent organization
that owns at least 90 percent of the outstanding ownership or
membership interests of each class and series of each of one or more
subsidiary organizations may merge with one or more of the
subsidiary organizations as provided by this section if:
(1) at least one of the parties to the merger is a
domestic entity and each other party is a domestic entity or another
non-code organization organized under the laws of a jurisdiction
that permits a merger of the type authorized by this chapter; and
(2) the resulting organization or organizations are
the parent organization, one or more existing subsidiary
organizations, or one or more new organizations.
(b) No action by any subsidiary organization that is a
domestic entity is required to approve the merger.
(c) If the parent organization will not survive the merger,
a plan of merger must be adopted by action of the parent
organization in the same manner as a plan of merger not governed by
this section or Section 10.005.
(d) If the parent organization will survive the merger, the
merger is required to be approved only by a resolution adopted by
the governing authority of the parent organization.
(e) Sections 10.001(c)-(e), 10.002(c), 10.003, and
10.007-10.010 apply to a merger approved under Subsection (d),
except that the resolution approving the merger should be
considered the plan of merger for purposes of those sections.
(f) The resolution approving the merger under Subsection
(d) must describe:
(1) the basic terms of the merger;
(2) the organizations that are party to the merger;
and
(3) the organizations that survive the merger.
(g) If the parent organization does not own all of the
outstanding ownership or membership interests of each class or
series of ownership or membership interests of each subsidiary
organization that is a party to the merger, the resolution of the
parent organization required by Subsection (d) must describe the
terms of the merger, including the cash or other property,
including ownership or membership interests, obligations, rights
to purchase securities, or other securities of any person or
organization or any combination of the ownership or membership
interests, obligations, rights, or other securities, to be used,
paid, or delivered by the parent organization on surrender of each
ownership or membership interest of the subsidiary organizations
not owned by the parent organization.
(h) An entity is not disqualified from effecting a merger
under any other provision of this chapter because it qualifies for a
merger under this section.
(i) This section shall not apply if a subsidiary
organization that is a party to the merger is:
(1) a partnership; or
(2) a domestic entity that has in its governing
documents the provision required by Section 10.005(d)(1) and of
which there are outstanding ownership or membership interests that
would be entitled to vote on the merger absent this section.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. Amended by
Acts 2005, 79th Leg., ch. 64, § 34, eff. Jan. 1, 2006.
Section: 9.252 9.301 10.001 10.002 10.003 10.004 10.005 10.006 10.007 10.008 10.009 10.010 10.051 10.052 10.053
Last modified: August 11, 2007
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