Texas Business Organizations Code - Section 10.009. Special Provisions Applying To Partnership Mergers
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§ 10.009. SPECIAL PROVISIONS APPLYING TO PARTNERSHIP
MERGERS. (a) A partner of a domestic partnership that is a party to
a merger does not become liable as a result of the merger for the
liability or obligation of another person that is a party to the
merger unless the partner consents to becoming personally liable by
action taken in connection with the specific plan of merger
approved by the partner.
(b) A partner of a domestic partnership that is a party to a
merger who remains in or enters a partnership is treated as an
incoming partner in the partnership when the merger takes effect
for purposes of determining the partner's liability for a debt or
obligation of the partnership or partnerships that are parties to
the merger or to be created in the merger and in which the partner
was not a partner.
(c) If a partnership merges with an organization and,
because of the merger, no longer exists, a former partner who
becomes an owner or member of the surviving organization may, until
the first anniversary of the effective date of the merger, bind the
surviving organization to a transaction for which the owner or
member no longer has authority to bind the organization if the
transaction is one in which the actions by the owner or member as a
partner would have bound the partnership before the effective date
of the merger, and the other party to the transaction:
(1) does not have actual or constructive notice of the
merger;
(2) had done business with the terminated partnership
within one year preceding the effective date of the merger; and
(3) reasonably believes that the partner who was
previously an owner or member of the partnership that was merged
into the surviving organization and is now an owner or member of the
surviving organization has the authority to bind the surviving
organization to the transaction at the time of the transaction.
(d) If a partnership is formed under a plan of merger, the
existence of the partnership as a partnership begins when the
merger takes effect, and the persons to be partners become partners
at that time.
(e) A partner in a domestic partnership that is a party to
the merger but does not survive shall be treated as a partner who
withdrew from the nonsurviving domestic partnership as of the
effective date of the merger.
(f) The partnership agreement of each domestic partnership
that is a party to the merger must contain provisions that authorize
the merger provided for in the plan of merger adopted by the
partnership.
(g) Each domestic partnership that is a party to the merger
must approve the plan of merger in the manner prescribed in its
partnership agreement.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Section: 10.002 10.003 10.004 10.005 10.006 10.007 10.008 10.009 10.010 10.051 10.052 10.053 10.054 10.055 10.056
Last modified: August 11, 2007
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