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Texas Business Organizations Code - Section 10.303. Reorganization With Other Entities

Legal Research Home > Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Section 10.303. Reorganization With Other Entities

§ 10.303. REORGANIZATION WITH OTHER ENTITIES.  If a 
domestic entity or non-code organization that is not being 
reorganized under a federal statute merges or exchanges an interest 
with a domestic entity that is being reorganized under a plan of 
reorganization under a federal statute:
		(1)  Subchapters A, B, D, E, and H apply to the domestic 
entity or non-code organization that is not being reorganized to 
the same extent those subchapters would apply if the domestic 
entity or non-code organization were merging or engaging in an 
interest exchange with a domestic entity that is not being 
reorganized, except as otherwise provided by the plan of 
reorganization ordered by a court under the federal statute;
		(2)  Subchapter H applies to a subsidiary organization 
that is not being reorganized to the same extent that subchapter 
would apply if the subsidiary organization were merging with a 
parent organization that is not being reorganized;
		(3)  on the receipt of all required authorization for 
all action required by this code for each domestic entity that is a 
party to the plan of merger or exchange that is not being 
reorganized and all action by each domestic entity or non-code 
organization that is a party to the plan of merger or exchange 
required by the laws of the entity's or organization's jurisdiction 
of formation and governing documents, a certificate of merger or 
exchange shall be signed by each domestic entity or non-code 
organization that is a party to the merger or exchange other than 
the domestic entity that is being reorganized as provided by 
Section 10.151 and on behalf of the domestic entity that is being 
reorganized by the persons specified in Section 10.302;
		(4)  the certificate of merger or exchange must contain 
the information required by Section 10.302(2);
		(5)  the certificate of merger or exchange must be 
filed in the manner provided by Section 10.153;  and
		(6)  on the acceptance for filing of the certificate of 
merger or exchange in accordance with Subchapter D, the merger or 
interest exchange, when effective, has the same effect as if it had 
been adopted by unanimous action of the governing authority and 
owners or members of the domestic entity being reorganized, and the 
effectiveness of the merger or interest exchange is determined as 
provided by Section 10.007 or 10.054.

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

Last modified: August 10, 2007