Texas Business Organizations Code - Section 10.301. Reorganization Under Bankruptcy And Similar Laws
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§ 10.301. REORGANIZATION UNDER BANKRUPTCY AND SIMILAR
LAWS. (a) A trustee appointed for a domestic entity that is being
reorganized under a federal statute, the designated officers of a
domestic entity being reorganized under a federal statute, or any
other individual designated by a court having jurisdiction of a
domestic entity being reorganized under a federal statute to act on
behalf of the domestic entity may, without action by or notice to
the domestic entity's governing authority, owners, or members, in
order to carry out a plan of reorganization ordered by a court under
the federal statute:
(1) amend or restate the domestic entity's certificate
of formation if the certificate of formation after amendment or
restatement contains only provisions required or permitted to be
contained in the certificate of formation;
(2) merge or exchange an interest with one or more
domestic entities or non-code organizations under a plan of merger
or exchange having any provision required or permitted by Sections
10.002, 10.003, 10.004, 10.005, 10.052, and 10.053;
(3) change the location of the domestic entity's
registered office, change its registered agent, and remove or
appoint any agent to receive service of process;
(4) alter, amend, or repeal the domestic entity's
governing documents other than filing instruments;
(5) constitute or reconstitute and classify or
reclassify the domestic entity's governing authority and name,
constitute, or appoint managerial officials in place of or in
addition to all or some of the managerial officials;
(6) sell, lease, exchange, or otherwise dispose of
all, or substantially all, of the domestic entity's property and
assets;
(7) authorize and fix the terms, manner, and
conditions of the issuance of bonds, debentures, or other
obligations, regardless of whether the obligation is convertible
into ownership interests of any class or bearing warrants or other
evidences of optional rights to purchase or subscribe for any
ownership interests of any class;
(8) wind up and terminate the entity's existence; or
(9) effect a conversion.
(b) An action taken under Subsection (a)(4) or (5) takes
effect on entry of the order approving the plan of reorganization or
on another effective date as may be specified, without further
action of the domestic entity, as and to the extent provided by the
plan of reorganization or the order approving the plan of
reorganization.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Section: 10.201 10.202 10.203 10.251 10.252 10.253 10.254 10.301 10.302 10.303 10.304 10.305 10.306 10.351 10.352
Last modified: August 11, 2007
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