reglab/housing_qa huggingface dataset:
TX Bus Orgs § 10.104 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter C. Conversions|Section 10.104. Plan of Conversion: Permissive Provisions

Sec. 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. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.105 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter C. Conversions|Section 10.105. Effectiveness of Conversion

Sec. 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 conversion that requires a filing under Subchapter D takes effect on the acceptance of the filing of the certificate of conversion by the filing officer.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.107 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter C. Conversions|Section 10.107. Special Provisions Applying to Partnership Conversions

Sec. 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 conversion takes effect, and the owners or members designated to become the partners under the plan of conversion become the partners at that time.(b)  The partnership agreement of a domestic partnership that is converting must contain provisions that authorize the conversion provided for in the plan of conversion adopted by the partnership.(c)  A domestic partnership that is converting must approve the plan of conversion in the manner provided in its partnership agreement.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 36, eff. January 1, 2006.|
TX Bus Orgs § 10.108 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter C. Conversions|Section 10.108. Special Provisions Applying to Nonprofit Corporation and Nonprofit Association Conversions

Sec. 10.108.  SPECIAL PROVISIONS APPLYING TO NONPROFIT CORPORATION AND NONPROFIT ASSOCIATION CONVERSIONS.  A domestic nonprofit corporation or nonprofit association may not convert into a for-profit entity.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 5, eff. September 1, 2017.|
TX Bus Orgs § 10.109 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter C. Conversions|Section 10.109. Special Provisions Applying to Conversion and Continuance

Sec. 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 a converting entity to which this section applies takes effect:(1)  notwithstanding Section 10.106(1), the converting entity continues to exist both in its current organizational form and jurisdiction of formation and, as the converted entity, in the same organizational form in the new jurisdiction of formation;(2)  the converting entity and the converted entity, for purposes of the laws of this state, constitute a single entity formed, incorporated, created, or otherwise having come into being, as applicable, and existing under the laws of this state and the laws of the applicable non-United States jurisdiction, so long as the entity continues to exist as a domestic entity under the laws of this state following the conversion;(3)  if the converting entity is a domestic entity, this code and the other laws of this state apply to the converted entity to the same extent as the laws applied to the entity before the conversion;(4)  if the converting entity is a non-United States entity, the laws of the applicable non-United States jurisdiction apply to the converted entity to the same extent as the laws applied to the entity before the conversion;(5)  notwithstanding Section 10.106(2), all rights, title, and interests in all property owned by the converting entity continue to be owned by the converted entity, subject to any existing liens or other encumbrances on the property, in both the organizational form of the converting entity and the organizational form of the converted entity without:(A)  reversion or impairment;(B)  further act or deed; or(C)  the occurrence of a transfer or assignment; and(6)  notwithstanding Section 10.106(3), all liabilities and obligations of the converting entity remain the liabilities and obligations of the converted entity in both the organizational form of the converting entity and the organizational form of the converted entity without impairment or diminution because of the conversion.|Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 17, eff. September 1, 2009.|
TX Bus Orgs § 10.152 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter D. Certificate of Merger, Exchange, or Conversion|Section 10.152. Certificate of Merger: Short Form Merger

Sec. 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 the parent organization described by that section.(b)  Except as provided by Subsection (c), the certificate of merger must include:(1)  the name of the parent organization, the name of each subsidiary organization that is a party to the merger, and the jurisdiction of formation of each named organization;(2)  the number of outstanding ownership interests of each class or series of each subsidiary organization and the number and percentage of ownership interests of each class or series owned by the parent organization;(3)  a copy of the resolution of merger adopted by the governing authority of the parent organization authorizing the merger and the date of the adoption of the resolution;(4)  a statement that the resolution has been approved as required by the laws of the jurisdiction of formation of the parent organization and by its governing documents;  and(5)  if any surviving organization is not a domestic entity, the address, including street number, if any, of its registered or principal office in the organization's jurisdiction of formation.(c)  If a plan of merger is required to be adopted by action of the parent organization under Section 10.006(c), the certificate of merger must include the information required by Section 10.151(b).|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.153 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter D. Certificate of Merger, Exchange, or Conversion|Section 10.153. Filing of Certificate of Merger or Exchange

Sec. 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 Chapter 4.  The certificate of formation of each filing entity that is to be formed under a plan of merger must also be filed with the certificate of merger in accordance with Chapter 4.  Except as provided by this section, the certificate must be filed with the secretary of state.(b)  If a domestic real estate investment trust is a party to the merger or if an ownership interest in a domestic real estate investment trust is to be acquired in the interest exchange, the certificate of merger or exchange must be filed in accordance with Chapter 4 with the county clerk of the county in which the domestic real estate investment trust's principal place of business in this state is located.(c)  If a domestic real estate investment trust is to be created under the plan of merger, the certificate of formation of the domestic real estate investment trust must also be filed with the certificate of merger in accordance with Chapter 4 with the county clerk of the county in which the domestic real estate investment trust's principal place of business in this state is located.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.154 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter D. Certificate of Merger, Exchange, or Conversion|Section 10.154. Certificate of Conversion

Sec. 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 effective if:(1)  any domestic entity that is a party to the conversion is a filing entity;  or(2)  any domestic entity to be created under the plan of conversion is a filing entity.(b)  If a certificate of conversion is required to be filed in connection with a conversion, the certificate must be signed on behalf of the converting entity and must include:(1)  the plan of conversion or a statement certifying the following:(A)  the name, organizational form, and jurisdiction of formation of the converting entity;(B)  the name, organizational form, and jurisdiction of formation of the converted entity;(C)  that a plan of conversion is on file at the principal place of business of the converting entity, and the address of the principal place of business;(D)  that a plan of conversion will be on file after the conversion at the principal place of business of the converted entity, and the address of the principal place of business; and(E)  that a copy of the plan of conversion will be on written request furnished without cost by the converting entity before the conversion or by the converted entity after the conversion to any owner or member of the converting entity or the converted entity; and(2)  a statement that the plan of conversion has been approved as required by the laws of the jurisdiction of formation and the governing documents of the converting entity.(c)  In addition to complying with the requirements of Subsections (a) and (b), if Sections 10.1025 and 10.109 apply to the conversion, the certificate of conversion required by this section must:(1)  be titled "Certificate of Conversion and Continuance"; and(2)  include a statement certifying that the converting entity is electing to continue its existence in its current organizational form and jurisdiction of formation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 54, eff. September 1, 2007.Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 18, eff. September 1, 2009.Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 14, eff. September 1, 2015.|
TX Bus Orgs § 10.155 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter D. Certificate of Merger, Exchange, or Conversion|Section 10.155. Filing of Certificate of Conversion

Sec. 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 converted entity is a filing entity, the certificate of formation of the filing entity must also be filed with the certificate of conversion in accordance with Chapter 4.  Except as provided by this section, the certificate must be filed with the secretary of state.(b)  If the converting entity is a domestic real estate investment trust, the certificate of conversion must be filed in accordance with Chapter 4 with the county clerk of the county in which the converting entity's principal place of business in this state is located.(c)  If the converted entity is a domestic real estate investment trust, the certificate of formation of the converted entity must also be filed with the certificate of conversion in accordance with Chapter 4 with the county clerk of the county in which the converted entity's principal place of business in this state is located.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.156 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter D. Certificate of Merger, Exchange, or Conversion|Section 10.156. Acceptance of Certificate for Filing

Sec. 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 merger, exchange, or conversion does not conform to law;  or(2)  the required franchise taxes have not been paid or the certificate of merger, exchange, or conversion does not provide that one or more of the surviving, new, or acquiring organizations or the converted entity is liable for the payment of the required franchise taxes.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.201 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter E. Abandonment of Merger, Exchange, or Conversion|Section 10.201. Abandonment of Plan of Merger, Exchange, or Conversion

Sec. 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 takes effect, the plan of merger, interest exchange, or conversion may be abandoned, subject to any contractual rights, by any of the domestic entities that are a party to the merger, interest exchange, or conversion, without action by the owners or members, under the procedures provided by the plan of merger, exchange, or conversion or, if no abandonment procedures are provided, in the manner determined by the governing authority.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.202 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter E. Abandonment of Merger, Exchange, or Conversion|Section 10.202. Abandonment After Filing

Sec. 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 with Sections 4.057 and 10.201.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 37, eff. January 1, 2006.|
TX Bus Orgs § 10.203 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter E. Abandonment of Merger, Exchange, or Conversion|Section 10.203. Abandonment if No Filing Required

Sec. 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 is abandoned:(1)  as provided by the procedures in the plan of merger, exchange, or conversion; or(2)  if no abandonment procedures are provided by the plan, in the manner determined by the governing authority of the abandoning entity.(b)  A filing of a certificate of abandonment under Section 4.057 is not required for the abandonment of a merger, interest exchange, or conversion if no filing is required under Subchapter D to make the merger, interest exchange, or conversion effective.|Added by Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 38, eff. January 1, 2006.|
TX Bus Orgs § 10.251 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter F. Property Transfers and Dispositions|Section 10.251. General Power of Domestic Entity to Sell, Lease, or Convey Property

Sec. 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 sale, lease, assignment, or another method an interest in property of the entity, including real property.  The transfer and conveyance may:(1)  be made with or without the goodwill of the entity;(2)  be made on any terms and conditions and for any consideration, which may consist wholly or partly of money or other property, including an ownership interest in a domestic entity or non-code organization;  and(3)  be evidenced by a deed, assignment, or other instrument of transfer or conveyance, with or without the seal of the entity.(b)  Subject to any approval required by this code or the governing documents of the domestic entity, a domestic entity may grant a pledge, mortgage, deed of trust, or trust indenture with respect to an interest in property of the entity, including real property, with or without the seal of the entity.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.252 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter F. Property Transfers and Dispositions|Section 10.252. No Approval Required for Certain Dispositions of Property

Sec. 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, assignment, conveyance, pledge, mortgage, deed of trust, trust indenture, or other transfer of an interest in real property or other property made by a domestic entity does not require the approval of the members or owners of the entity.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.253 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter F. Property Transfers and Dispositions|Section 10.253. Recording Instrument Conveying Real Property of Domestic Entity

Sec. 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 and with the same effect as other similar instruments if the instrument is signed and acknowledged by:(1)  an officer, authorized attorney-in-fact, or other authorized person of the entity;  or(2)  in the case of a partnership or limited liability company, a governing person of the entity.(b)  A deed or other instrument executed by a domestic entity that conveys an interest in real property and that is recorded and signed by an officer, authorized attorney-in-fact, or other authorized person of the entity constitutes prima facie evidence that the sale or conveyance that is the subject of the instrument was authorized under this code and the governing documents of the entity.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.254 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter F. Property Transfers and Dispositions|Section 10.254. Disposition of Property Not a Merger or Conversion; Liability

Sec. 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 owners or members, is not a merger or conversion for any purpose.(b)  Except as otherwise expressly provided by another statute, a person acquiring property described by this section may not be held responsible or liable for a liability or obligation of the transferring domestic entity that is not expressly assumed by the person.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 55, eff. September 1, 2007.|
TX Bus Orgs § 10.301 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter G. Bankruptcy Reorganization|Section 10.301. Reorganization Under Bankruptcy and Similar Laws

Sec. 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, Sec. 1, eff. Jan. 1, 2006.|