Texas Business Organizations Code Title 1, Chapter 10 - Mergers, Interest Exchanges, Conversions, And Sales Of Assets

SUBCHAPTER A MERGERS

• Texas Section 10.001 - Adoption Of Plan Of Merger
  (a) A domestic entity may effect a merger by complying with the applicable provisions of this code. A merger must be set forth in a...
• Texas Section 10.002 - Plan Of Merger: Required Provisions
  (a) A plan of merger must be in writing and must include: (1) the name of each organization that is a party to the merger;...
• Texas Section 10.003 - Contents Of Plan Of Merger: More Than One Successor
  If more than one organization is to survive or to be created by the plan of merger, the plan of merger must include: (1) the...
• Texas Section 10.004 - Plan Of Merger: Permissive Provisions
  A plan of merger may include: (1) amendments to, restatements of, or amendments and restatements of the governing documents of any surviving organization, including a...
• Texas Section 10.005 - Creation Of Holding Company By Merger
  (a) In this section: (1) "Direct or indirect wholly owned subsidiary" means, with respect to a domestic entity, another domestic entity, all of the outstanding...
• Texas Section 10.006 - Short Form Merger
  (a) A parent organization that owns at least 90 percent of the outstanding ownership or membership interests of each class and series of each of...
• Texas Section 10.007 - Effectiveness Of Merger
  Except as otherwise provided by Subchapter B, Chapter 4, a merger takes effect at the time provided by the plan of merger, except that a...
• Texas Section 10.008 - Effect Of Merger
  (a) When a merger takes effect: (1) the separate existence of each domestic entity that is a party to the merger, other than a surviving...
• Texas Section 10.009 - Special Provisions Applying To Partnership Mergers
  (a) A partner of a domestic partnership that is a party to a merger does not become liable as a result of the merger for...

SUBCHAPTER B EXCHANGES OF INTERESTS

• Texas Section 10.010 - Special Provisions Applying To Nonprofit Corporation Mergers
  (a) A domestic nonprofit corporation may not merge into another entity if the domestic nonprofit corporation would, because of the merger, lose or impair its...
• Texas Section 10.051 - Interest Exchanges
  (a) For the purpose of acquiring all of the outstanding ownership or membership interests of one or more classes or series of one or more...
• Texas Section 10.052 - Plan Of Exchange: Required Provisions
  (a) A plan of exchange must be in writing and must include: (1) the name of each domestic entity the ownership or membership interests of...
• Texas Section 10.053 - Plan Of Exchange: Permissive Provisions
  A plan of exchange may include any other provisions not required by Section 10.052 relating to the interest exchange. Acts 2003, 78th Leg., ch. 182,...
• Texas Section 10.054 - Effectiveness Of Exchange
  Except as otherwise provided by Subchapter B, Chapter 4, an interest exchange takes effect at the time provided in the plan of exchange or otherwise...
• Texas Section 10.055 - General Effect Of Interest Exchange
  When an interest exchange takes effect: (1) the ownership or membership interest of each acquired organization is exchanged as provided in the plan of exchange,...

SUBCHAPTER C CONVERSIONS

• Texas Section 10.056 - Special Provisions Applying To Partnerships
  To effect an interest exchange: (1) the partnership agreement of each domestic partnership whose partnership interests are to be acquired pursuant to the plan of...
• Texas Section 10.101 - Conversion Of Domestic Entities
  (a) A domestic entity may convert into a different type of domestic entity or a non-code organization by adopting a plan of conversion. (b) To...
• Texas Section 10.102 - Conversion Of Non-code Organizations
  (a) A non-code organization may convert into a domestic entity by adopting a plan of conversion as provided by this section. (b) To effect a...
• Texas Section 10.1025 - Conversion And Continuance
  (a) A converting entity may elect to continue its existence in its current organizational form and jurisdiction of formation in connection with the entity's: (1)...
• Texas Section 10.103 - Plan Of Conversion: Required Provisions
  (a) A plan of conversion must be in writing and must include: (1) the name of the converting entity; (2) the name of the converted...
• Texas Section 10.104 - Plan Of Conversion: Permissive Provisions
  A plan of conversion may include other provisions relating to the conversion that are not inconsistent with law. Acts 2003, 78th Leg., ch. 182, Sec....
• Texas Section 10.105 - Effectiveness Of Conversion
  Except as otherwise provided by Subchapter B, Chapter 4, a conversion takes effect at the time provided by the plan of conversion, except that a...
• Texas Section 10.106 - General Effect Of Conversion
  When a conversion takes effect: (1) the converting entity continues to exist without interruption in the organizational form of the converted entity rather than in...
• Texas Section 10.107 - Special Provisions Applying To Partnership Conversions
  (a) If a partnership is formed under a plan of conversion under this code, the existence of the partnership as a partnership begins when the...
• Texas Section 10.108 - Special Provisions Applying To Nonprofit Corporation Conversions
  A domestic nonprofit corporation may not convert into a for-profit entity. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

SUBCHAPTER D CERTIFICATE OF MERGER, EXCHANGE, OR CONVERSION

• Texas Section 10.109 - Special Provisions Applying To Conversion And Continuance
  (a) This section applies only to a converting entity that elects to continue its existence in accordance with Section 10.1025. (b) When the conversion of...
• Texas Section 10.151 - Certificate Of Merger And Exchange
  (a) After approval of a plan of merger or a plan of exchange as provided by this code, a certificate of merger, which may also...
• Texas Section 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...
• Texas Section 10.153 - Filing Of Certificate Of Merger Or Exchange
  (a) If a certificate of merger or exchange is required to be filed, the certificate of merger or exchange must be filed in accordance with...
• Texas Section 10.154 - Certificate Of Conversion
  (a) After approval of a plan of conversion as provided by this code, a certificate of conversion must be filed for the conversion to become...
• Texas Section 10.155 - Filing Of Certificate Of Conversion
  (a) If a certificate of conversion is required to be filed, the certificate of conversion must be filed in accordance with Chapter 4. If the...

SUBCHAPTER E ABANDONMENT OF MERGER, EXCHANGE, OR CONVERSION

• Texas Section 10.156 - Acceptance Of Certificate For Filing
  The filing officer may not accept a certificate of merger, exchange, or conversion for filing if: (1) the filing officer finds that the certificate of...
• Texas Section 10.201 - Abandonment Of Plan Of Merger, Exchange, Or Conversion
  After a merger, interest exchange, or conversion is approved as provided by this code, and at any time before the merger, interest exchange, or conversion...
• Texas Section 10.202 - Abandonment After Filing
  If a certificate of merger, exchange, or conversion has been filed, the merger, interest exchange, or conversion may be abandoned before its effectiveness in accordance...

SUBCHAPTER F PROPERTY TRANSFERS AND DISPOSITIONS

• Texas Section 10.203 - Abandonment If No Filing Required
  (a) If no filing is required by this chapter for the abandonment of a merger, interest exchange, or conversion, the merger, interest exchange, or conversion...
• Texas Section 10.251 - General Power Of Domestic Entity To Sell, Lease, Or Convey Property
  (a) Subject to any approval required by this code or the governing documents of the domestic entity, a domestic entity may transfer and convey by...
• Texas Section 10.252 - No Approval Required For Certain Dispositions Of Property
  Except as otherwise provided by this code, the governing documents of the domestic entity, or specific limitations established by the governing authority, a sale, lease,...
• Texas Section 10.253 - Recording Instrument Conveying Real Property Of Domestic Entity
  (a) A deed or other instrument executed by a domestic entity that conveys an interest in real property may be recorded in the same manner...

SUBCHAPTER G BANKRUPTCY REORGANIZATION

• Texas Section 10.254 - Disposition Of Property Not A Merger Or Conversion; Liability
  (a) A disposition of all or part of the property of a domestic entity, regardless of whether the disposition requires the approval of the entity's...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 10.304 - Right Of Dissent And Appraisal Excluded
  An owner or member of a domestic entity subject to dissenters' rights being reorganized under a federal statute does not have a right to dissent...
• Texas Section 10.305 - After Final Decree
  This subchapter does not apply after the entry of a final decree in a reorganization case under a federal statute even though the court that...

SUBCHAPTER H RIGHTS OF DISSENTING OWNERS

• Texas Section 10.306 - Chapter Cumulative Of Other Changes
  This chapter does not preclude other changes in a domestic entity or its ownership or membership interests or securities by a plan of reorganization ordered...
• Texas Section 10.351 - Applicability Of Subchapter
  (a) This subchapter does not apply to a fundamental business transaction of a domestic entity if, immediately before the effective date of the fundamental business...
• Texas Section 10.352 - Definitions
  In this subchapter: (1) "Dissenting owner" means an owner of an ownership interest in a domestic entity subject to dissenters' rights who: (A) provides notice...
• Texas Section 10.353 - Form And Validity Of Notice
  (a) Notice required under this subchapter: (1) must be in writing; and (2) may be mailed, hand-delivered, or delivered by courier or electronic transmission. (b)...
• Texas Section 10.354 - Rights Of Dissent And Appraisal
  (a) Subject to Subsection (b), an owner of an ownership interest in a domestic entity subject to dissenters' rights is entitled to: (1) dissent from:...
• Texas Section 10.355 - Notice Of Right Of Dissent And Appraisal
  (a) A domestic entity subject to dissenters' rights that takes or proposes to take an action regarding which an owner has a right to dissent...
• Texas Section 10.356 - Procedure For Dissent By Owners As To Actions; Perfection Of Right Of Dissent And Appraisal
  (a) An owner of an ownership interest of a domestic entity subject to dissenters' rights who has the right to dissent and appraisal from any...
• Texas Section 10.357 - Withdrawal Of Demand For Fair Value Of Ownership Interest
  (a) An owner may withdraw a demand for the payment of the fair value of an ownership interest made under Section 10.356 before: (1) payment...
• Texas Section 10.358 - Response By Organization To Notice Of Dissent And Demand For Fair Value By Dissenting Owner
  (a) Not later than the 20th day after the date a responsible organization receives a demand for payment made by a dissenting owner in accordance...
• Texas Section 10.359 - Record Of Demand For Fair Value Of Ownership Interest
  (a) A responsible organization shall note in the organization's ownership interest records maintained under Section 3.151 the receipt of a demand for payment from any...
• Texas Section 10.360 - Rights Of Transferee Of Certain Ownership Interest
  A transferee of an ownership interest that is the subject of a demand for payment made under Section 10.356 does not acquire additional rights with...
• Texas Section 10.361 - Proceeding To Determine Fair Value Of Ownership Interest And Owners Entitled To Payment; Appointment Of Appraisers
  (a) If a responsible organization rejects the amount demanded by a dissenting owner under Section 10.358 and the dissenting owner and responsible organization are unable...
• Texas Section 10.362 - Computation And Determination Of Fair Value Of Ownership Interest
  (a) For purposes of this subchapter, the fair value of an ownership interest of a domestic entity subject to dissenters' rights is the value of...
• Texas Section 10.363 - Powers And Duties Of Appraiser; Appraisal Procedures
  (a) An appraiser appointed under Section 10.361 has the power and authority that: (1) is granted by the court in the order appointing the appraiser;...
• Texas Section 10.364 - Objection To Appraisal; Hearing
  (a) A dissenting owner or responsible organization may object, based on the law or the facts, to all or part of an appraisal report containing...
• Texas Section 10.365 - Court Costs; Compensation For Appraiser
  (a) An appraiser appointed under Section 10.361 is entitled to a reasonable fee payable from court costs. (b) All court costs shall be allocated between...
• Texas Section 10.366 - Status Of Ownership Interest Held Or Formerly Held By Dissenting Owner
  (a) An ownership interest of an organization acquired by a responsible organization under this subchapter: (1) in the case of a merger, conversion, or interest...
• Texas Section 10.367 - Rights Of Owners Following Termination Of Right Of Dissent
  (a) The rights of a dissenting owner terminate if: (1) the owner withdraws the demand under Section 10.356; (2) the owner's right of dissent is...

SUBCHAPTER Z MISCELLANEOUS PROVISIONS

• Texas Section 10.368 - Exclusivity Of Remedy Of Dissent And Appraisal
  In the absence of fraud in the transaction, any right of an owner of an ownership interest to dissent from an action and obtain the...
• Texas Section 10.901 - Creditors; Antitrust
  This code does not affect, nullify, or repeal the antitrust laws or abridge any right or rights of any creditor under existing laws. Acts 2003,...
• Texas Section 10.902 - Nonexclusivity
  This chapter does not limit the power of a domestic entity or non-code organization to acquire all or part of the ownership or membership interests...

Last modified: September 28, 2016