Court Opinions

State Laws

US Code

US Constitution

Texas Business Organizations Code - Section 10.152. Certificate Of Merger: Short Form Merger

Legal Research Home > Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Section 10.152. Certificate Of Merger: Short Form Merger

§ 10.152. CERTIFICATE OF MERGER:  SHORT FORM MERGER.  (a) 
The certificate of merger for a merger under Section 10.006 is 
required to be signed only by an officer or other authorized 
representative of the parent organization described by that 
section.
	(b)  Except as provided by Subsection (c), the certificate of 
merger must include:
		(1)  the name of the parent organization, the name of 
each subsidiary organization that is a party to the merger, and the 
jurisdiction of formation of each named organization;
		(2)  the number of outstanding ownership interests of 
each class or series of each subsidiary organization and the number 
and percentage of ownership interests of each class or series owned 
by the parent organization;
		(3)  a copy of the resolution of merger adopted by the 
governing authority of the parent organization authorizing the 
merger and the date of the adoption of the resolution;
		(4)  a statement that the resolution has been approved 
as required by the laws of the jurisdiction of formation of the 
parent organization and by its governing documents;  and
		(5)  if any surviving organization is not a domestic 
entity, the address, including street number, if any, of its 
registered or principal office in the organization's jurisdiction 
of formation.
	(c)  If a plan of merger is required to be adopted by action 
of the parent organization under Section 10.006(c), the certificate 
of merger must include the information required by Section 
10.151(b).

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

Last modified: August 11, 2007