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Texas Vernon's Texas Civil Statutes - Article 6132b-9.03. Exchange

Legal Research Home > Texas Laws > Vernon's Texas Civil Statutes > Texas Vernon's Texas Civil Statutes - Article 6132b-9.03. Exchange

Art. 6132b-9.03. EXCHANGE.  (a) One or more domestic or 
foreign partnerships may adopt a plan of exchange by which a 
domestic or foreign partnership or other entity acquires all of the 
outstanding partnership interests of one or more domestic 
partnerships in exchange for cash or securities of the acquiring 
domestic or foreign partnership or other entity, if:
	(1)  the partnership agreement of each domestic partnership 
whose partnership interests are to be acquired pursuant to the plan 
of exchange authorizes the partnership interest exchange adopted by 
the partnership, and if one or more foreign partnerships or other 
entities is to issue shares or other interests as part of the plan 
of exchange, the issuance of those shares or other interests is 
either permitted by the laws under which that foreign partnership 
or other entity is formed or not inconsistent with those laws;
	(2)  each domestic or foreign partnership, the partnership 
interests of which are to be acquired under the plan of exchange, 
approves the plan of exchange in the manner prescribed in its 
partnership agreement;  and
	(3)  each acquiring domestic or foreign partnership or other 
entity takes all action that may be required by the laws of the 
state under which it was formed or incorporated and as required by 
its partnership agreement or other constituent documents in order 
to effect the exchange.
	(b)  Filing with the secretary of state is not necessary to 
evidence or effect an interest exchange under this section for a 
domestic partnership that is a party to the interest exchange.  When 
an interest exchange takes effect as provided in the plan of 
exchange:
	(1)  the partnership interest of each domestic partnership 
that is to be acquired under the plan of exchange is considered 
exchanged as provided in the plan of exchange;
	(2)  the former holders of the partnership interests 
exchanged under the plan of exchange are entitled only to the 
exchange rights provided in the plan of exchange;  and
	(3)  the acquiring domestic or foreign partnership or other 
entity or entities are entitled to all rights, title, and interest 
with respect to the partnership interests so acquired and 
exchanged, subject to the provisions in the plan of exchange.
	(c)  For purposes of this section, the term "other entity" 
means any entity, whether organized for profit or not, that is a 
corporation, limited partnership, limited liability company, joint 
venture, joint stock company, cooperative, association, bank, 
insurance company, or other legal entity organized under the laws 
of this state or another state or country to the extent the laws or 
the constituent documents of that entity, not inconsistent with 
law, permit that entity to enter into a merger or partnership 
interest exchange as permitted by this section.

Acts 1993, 73rd Leg., ch. 917, Sec. 1, eff. Jan. 1, 1994.  Subsec. 
(a) amended by Acts 1997, 75th Leg., ch. 375, Sec. 121, eff. Sept. 
1, 1997.

Last modified: August 11, 2007