Texas Business Organizations Code - Section 10.051. Interest Exchanges
Legal Research Home >
Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Section 10.051. Interest Exchanges
§ 10.051. INTEREST EXCHANGES. (a) For the purpose of
acquiring all of the outstanding ownership or membership interests
of one or more classes or series of one or more domestic entities,
one or more domestic entities or non-code organizations may adopt a
plan of exchange.
(b) To make an interest exchange under this section:
(1) the governing authority of each domestic entity
the ownership or membership interests of which are to be acquired in
the interest exchange must act on a plan of exchange and, if
otherwise required by this code, the owners or members of the
domestic entity must approve the plan of exchange in the manner
provided by this code; and
(2) each acquiring domestic entity must take all
action that may otherwise be required by this code and its governing
documents to effect the exchange.
(c) A domestic entity subject to dissenters' rights must
provide the notice required by Section 10.355.
(d) If a non-code organization is to acquire ownership or
membership interests in the exchange, each non-code organization
must take all action that is required under the laws of the
organization's jurisdiction of formation and the organization's
governing documents to effect the exchange.
(e) If one or more non-code organizations as part of the
plan of exchange are to issue ownership or membership interests,
the issuance of the ownership or membership interests must be
permitted by the laws under which the non-code organizations are
incorporated or organized or not inconsistent with those laws.
(f) A plan of exchange may not be effected if any owner or
member of a domestic entity that is a party to the interest exchange
will, as a result of the interest exchange, become personally
liable, without the consent of the owner or member, for the
liabilities or obligations of any other person or organization.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Section: 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 10.101 10.102
Last modified: August 11, 2007
|
