Texas Business Organizations Code - Section 10.151. Certificate Of Merger And Exchange
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§ 10.151. CERTIFICATE OF MERGER AND EXCHANGE. (a) After
approval of a plan of merger or a plan of exchange as provided by
this code, a certificate of merger, which may also include an
exchange, or a certificate of exchange, as applicable, must be
filed for a merger or interest exchange to become effective if:
(1) for a merger:
(A) any domestic entity that is a party to the
merger is a filing entity; or
(B) any domestic entity to be created under the
plan of merger is a filing entity; or
(2) for an exchange, an ownership or membership
interest in any filing entity is to be acquired in the interest
exchange.
(b) If a certificate of merger or exchange is required to be
filed in connection with an interest exchange or a merger, other
than a merger under Section 10.006, the certificate must be signed
on behalf of each domestic entity and non-code organization that is
a party to the merger or exchange by an officer or other authorized
representative and must include:
(1) the plan of merger or exchange or a statement
certifying:
(A) the name of each domestic entity or non-code
organization that is a party to the merger or exchange;
(B) the name of each domestic entity or non-code
organization that is to be created by the plan of merger or
exchange;
(C) the name of the jurisdiction in which each
domestic entity or non-code organization named under Paragraph (A)
or (B) is incorporated or organized;
(D) for a merger, the amendments or changes to
the certificate of formation of each filing entity that is a party
to the merger, or if no amendments are desired to be effected by the
merger, a statement to that effect;
(E) that the certificate of formation of each new
filing entity to be created under the plan of merger or exchange is
being filed with the certificate of merger or exchange;
(F) that a signed plan of merger or exchange is on
file at the principal place of business of each surviving,
acquiring, or new domestic entity or non-code organization, and the
address of each principal place of business; and
(G) that a copy of the plan of merger or exchange
will be on written request furnished without cost by each
surviving, acquiring, or new domestic entity or non-code
organization to any owner or member of any domestic entity that is a
party to or created by the plan of merger or exchange and, for a
merger with multiple surviving domestic entities or non-code
organizations, to any creditor or obligee of the parties to the
merger at the time of the merger if a liability or obligation is
then outstanding;
(2) if approval of the owners or members of any
domestic entity that was a party to the plan of merger or exchange
is not required by this code, a statement to that effect; and
(3) a statement that the plan of merger or exchange has
been approved as required by the laws of the jurisdiction of
formation of each organization that is a party to the merger or
exchange and by the governing documents of those organizations.
(c) A certificate of merger may also constitute a
certificate of exchange if it contains the information required for
a certificate of exchange.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Section: 10.102 10.103 10.104 10.105 10.106 10.107 10.108 10.151 10.152 10.153 10.154 10.155 10.156 10.201 10.202
Last modified: August 11, 2007
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