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Texas Business Organizations Code - Section 10.302. Signing Of Documents

Legal Research Home > Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Section 10.302. Signing Of Documents

§ 10.302. SIGNING OF DOCUMENTS.  A trustee appointed for 
a domestic entity 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 may sign on behalf of a domestic entity that is 
being reorganized:
		(1)  a certificate of amendment or restated certificate 
of formation containing:
			(A)  the name of the domestic entity;                                        
			(B)  each amendment or the restatement approved by 
the court;              
			(C)  the date of the court's order approving the 
certificate of amendment or the restatement;
			(D)  the name of the court having jurisdiction, 
file name, and case number of the reorganization case in which the 
order was entered;  and
			(E)  a statement that the court had jurisdiction 
of the case under a federal statute;
		(2)  a certificate of merger or exchange containing:                          
			(A)  the name of the domestic entity;                                        
			(B)  the part of the plan of reorganization that 
contains the plan of merger or exchange approved by the court, which 
must include the information required by Section 10.151(b) or 
10.152, as applicable, but which is not required to include the 
resolution of the governing authority referred to in Section 
10.152;
			(C)  the date of the court's order approving the 
plan of merger or consolidation;
			(D)  the name of the court having jurisdiction, 
file name, and case number of the reorganization case in which the 
order or decree was entered;  and
			(E)  a statement that the court had jurisdiction 
of the case under a federal statute;
		(3)  a certificate of termination containing:                                 
			(A)  the name of the domestic entity;                                        
			(B)  the information required by Sections 
11.101(c)(1)-(4);                
			(C)  the date of the court's order approving the 
certificate of termination;
			(D)  a statement that the obligations of the 
domestic entity, including debts and liabilities, have been paid or 
discharged as provided by the plan of reorganization and the 
remaining property and assets of the domestic entity have been 
distributed as provided by the plan of reorganization;
			(E)  the name of the court having jurisdiction, 
file name, and case number of the reorganization case in which the 
order or decree was entered;  and
			(F)  a statement that the court had jurisdiction 
of the case under a federal statute;
		(4)  a statement of change of registered office or 
registered agent, or both, containing:
			(A)  the name of the domestic entity;                                        
			(B)  the information required by Section 
5.202(b), as applicable, but not the information included in the 
statement referred to in Section 5.202(b)(6);
			(C)  the date of the court's order approving the 
statement of change of registered office or registered agent, or 
both;
			(D)  the name of the court having jurisdiction, 
file name, and case number of the reorganization case in which the 
order or decree was entered;  and
			(E)  a statement that the court had jurisdiction 
of the case under a federal statute;  or
		(5)  a certificate of conversion containing:                                  
			(A)  the name of the domestic entity;                                        
			(B)  the part of the plan of reorganization that 
contains the plan of conversion approved by the court, which must 
include the information required by Section 10.103;
			(C)  the date of the court's order or decree 
approving the plan of conversion;
			(D)  the name of the court having jurisdiction, 
file name, and case number of the reorganization case in which the 
order was entered;  and
			(E)  a statement that the court had jurisdiction 
of the case under a federal statute.

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

Last modified: August 11, 2007