reglab/housing_qa huggingface dataset:
TX Bus Orgs § 10.001 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter A. Mergers|Section 10.001. Adoption of Plan of Merger

Sec. 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 plan of merger.(b)  To effect a merger, each domestic entity that is a party to the merger must act on and approve the plan of merger in the manner prescribed by this code for the approval of mergers by the domestic entity.(c)  A domestic entity subject to dissenters' rights must provide the notice required by Section 10.355.(d)  If one or more non-code organizations is a party to the merger or is to be created by the plan of merger:(1)  to effect the merger each non-code organization must take all action required by this code and its governing documents;(2)  the merger must be permitted by:(A)  the law of the state or country under whose law each non-code organization is incorporated or organized;  or(B)  the governing documents of each non-code organization if the documents are not inconsistent with the law under which the non-code organization is incorporated or organized;  and(3)  in effecting the merger each non-code organization that is a party to the merger must comply with:(A)  the applicable laws under which it is incorporated or organized;  and(B)  the governing documents of the non-code organization.(e)  A domestic entity may not merge under this subchapter if an owner or member of that entity that is a party to the merger will, as a result of the merger, become subject to owner liability, without that owner's or member's consent, for a liability or other obligation of any other person.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 5, eff. September 1, 2015.|
TX Bus Orgs § 10.003 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter A. Mergers|Section 10.003. Contents of Plan of Merger: More Than One Successor

Sec. 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 manner and basis of allocating and vesting the property of each organization that is a party to the merger among one or more of the surviving or new organizations;(2)  the name of each surviving or new organization that is primarily obligated for the payment of the fair value of an ownership or membership interest of an owner or member of a domestic entity subject to dissenters' rights that is a party to the merger and who complies with the requirements for dissent and appraisal under this code applicable to the domestic entity;  and(3)  the manner and basis of allocating each liability and obligation of each organization that is a party to the merger, or adequate provisions for the payment and discharge of each liability and obligation, among one or more of the surviving or new organizations.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.004 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter A. Mergers|Section 10.004. Plan of Merger: Permissive Provisions

Sec. 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 certificate of amendment, a restated certificate of formation without amendment, or a restated certificate of formation containing amendments;(2)  provisions relating to an interest exchange, including a plan of exchange; and(3)  any other provisions relating to the merger that are not required by this chapter.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 7, eff. September 1, 2015.|
TX Bus Orgs § 10.007 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter A. Mergers|Section 10.007. Effectiveness of Merger

Sec. 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 merger that requires a filing under Subchapter D takes effect on the acceptance of the filing of the certificate of merger by the secretary of state or county clerk, as appropriate.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.009 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter A. Mergers|Section 10.009. Special Provisions Applying to Partnership Mergers

Sec. 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 the liability or obligation of another person that is a party to the merger unless the partner consents to becoming personally liable by action taken in connection with the specific plan of merger approved by the partner.(b)  A partner of a domestic partnership that is a party to a merger who remains in or enters a partnership is treated as an incoming partner in the partnership when the merger takes effect for purposes of determining the partner's liability for a debt or obligation of the partnership or partnerships that are parties to the merger or to be created in the merger and in which the partner was not a partner.(c)  If a partnership merges with an organization and, because of the merger, no longer exists, a former partner who becomes an owner or member of the surviving organization may, until the first anniversary of the effective date of the merger, bind the surviving organization to a transaction for which the owner or member no longer has authority to bind the organization if the transaction is one in which the actions by the owner or member as a partner would have bound the partnership before the effective date of the merger, and the other party to the transaction:(1)  does not have actual or constructive notice of the merger;(2)  had done business with the terminated partnership within one year preceding the effective date of the merger;  and(3)  reasonably believes that the partner who was previously an owner or member of the partnership that was merged into the surviving organization and is now an owner or member of the surviving organization has the authority to bind the surviving organization to the transaction at the time of the transaction.(d)  If a partnership is formed under a plan of merger, the existence of the partnership as a partnership begins when the merger takes effect, and the persons to be partners become partners at that time.(e)  A partner in a domestic partnership that is a party to the merger but does not survive shall be treated as a partner who withdrew from the nonsurviving domestic partnership as of the effective date of the merger.(f)  The partnership agreement of each domestic partnership that is a party to the merger must contain provisions that authorize the merger provided for in the plan of merger adopted by the partnership.(g)  Each domestic partnership that is a party to the merger must approve the plan of merger in the manner prescribed in its partnership agreement.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.010 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter A. Mergers|Section 10.010. Special Provisions Applying to Nonprofit Corporation and Nonprofit Association Mergers

Sec. 10.010.  SPECIAL PROVISIONS APPLYING TO NONPROFIT CORPORATION AND NONPROFIT ASSOCIATION MERGERS.  (a)  A domestic nonprofit corporation or nonprofit association may not merge into another entity if the domestic nonprofit corporation or nonprofit association would, because of the merger, lose or impair its charitable status.(b)  One or more domestic or foreign for-profit entities or non-code organizations may merge into one or more domestic nonprofit corporations or nonprofit associations that continue as the surviving entity or entities.(c)  A domestic nonprofit corporation or nonprofit association may not merge with a foreign for-profit entity if the domestic nonprofit corporation or nonprofit association does not continue as the surviving entity.(d)  One or more domestic nonprofit corporations or nonprofit associations and non-code organizations may merge into one or more foreign nonprofit entities that continue as the surviving entity or entities.|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. 4, eff. September 1, 2017.|
TX Bus Orgs § 10.051 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter B. Exchanges of Interests|Section 10.051. Interest Exchanges

Sec. 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 domestic entities, one or more domestic entities or non-code organizations may adopt a plan of exchange.(b)  To make an interest exchange under this section:(1)  the governing authority of each domestic entity the ownership or membership interests of which are to be acquired in the interest exchange must act on a plan of exchange and, if otherwise required by this code, the owners or members of the domestic entity must approve the plan of exchange in the manner provided by this code;  and(2)  each acquiring domestic entity must take all action that may otherwise be required by this code and its governing documents to effect the exchange.(c)  A domestic entity subject to dissenters' rights must provide the notice required by Section 10.355.(d)  If a non-code organization is to acquire ownership or membership interests in the exchange, each non-code organization must take all action that is required under the laws of the organization's jurisdiction of formation and the organization's governing documents to effect the exchange.(e)  If one or more non-code organizations as part of the plan of exchange are to issue ownership or membership interests, the issuance of the ownership or membership interests must be permitted by the laws under which the non-code organizations are incorporated or organized or not inconsistent with those laws.(f)  A plan of exchange may not be effected if any owner or member of a domestic entity that is a party to the interest exchange will, as a result of the interest exchange, become subject to owner liability, without the consent of the owner or member, for the liabilities or obligations of any other person or organization.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 9, eff. September 1, 2015.|
TX Bus Orgs § 10.052 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter B. Exchanges of Interests|Section 10.052. Plan of Exchange: Required Provisions

Sec. 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 which are to be acquired;(2)  the name of each acquiring organization;(3)  if there is more than one acquiring organization, the ownership or membership interests to be acquired by each organization;(4)  the terms and conditions of the exchange; and(5)  the manner and basis, including use of a formula, of exchanging the ownership or membership interests to be acquired for:(A)  ownership or membership interests, obligations, rights to purchase securities, or other securities of one or more of the acquiring organizations that is a party to the plan of exchange;(B)  cash;(C)  other property, including ownership or membership interests, obligations, rights to purchase securities, or other securities of any other person or entity; or(D)  any combination of those items.(b)  The manner and basis of exchanging an ownership or membership interest of an owner or member that is exchanged in a manner or basis different from any other owner or member having ownership or membership interests of the same class or series must be included in the plan of exchange in the same manner as provided by Subsection (a)(5).(c)  Any of the terms of the plan of exchange may be made dependent on facts ascertainable outside of the plan if the manner in which those facts will operate on the terms of the interest exchange is clearly and expressly stated in the plan.  In this subsection, "facts" includes the occurrence of any event, including a determination or action by any person.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 12, eff. September 1, 2011.Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 10, eff. September 1, 2015.|
TX Bus Orgs § 10.053 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter B. Exchanges of Interests|Section 10.053. Plan of Exchange: Permissive Provisions

Sec. 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, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.054 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter B. Exchanges of Interests|Section 10.054. Effectiveness of Exchange

Sec. 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 agreed to by the parties, except that an interest exchange that requires a filing under Subchapter D takes effect on the acceptance of the filing of the certificate of exchange by the secretary of state or county clerk, as appropriate.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.055 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter B. Exchanges of Interests|Section 10.055. General Effect of Interest Exchange

Sec. 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, and the former owners or members whose interests are exchanged under the plan of exchange are entitled only to the rights provided in the plan of exchange or, if applicable, a right to receive the fair value for the ownership interests provided under Subchapter H; and(2)  the acquiring organization has all rights, title, and interests with respect to the ownership or membership interest to be acquired by it subject to the provisions of the plan of exchange.|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. 51, eff. September 1, 2007.|
TX Bus Orgs § 10.056 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter B. Exchanges of Interests|Section 10.056. Special Provisions Applying to Partnerships

Sec. 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 exchange must authorize the partnership interest exchange adopted by the partnership;(2)  each domestic partnership whose partnership interests are to be acquired under the plan of exchange must approve the plan of exchange in the manner prescribed by its partnership agreement;  and(3)  each acquiring domestic partnership must take all actions that may be required by its partnership agreement in order to effect the exchange.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.101 (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 10.101. Conversion of Domestic Entities

Sec. 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 effect a conversion, the converting entity must act on and the owners or members of the domestic entity must approve a plan of conversion in the manner prescribed by this code for the approval of conversions by the domestic entity or, if not prescribed by this code, in the same manner as prescribed by this code for the adoption and approval of a plan of merger by the domestic entity when the domestic entity does not survive the merger.(c)  A domestic entity subject to dissenters' rights must provide the notice required by Section 10.355.(d)  A conversion may not take effect if the conversion is prohibited by or inconsistent with the laws of the converted entity's jurisdiction of formation, and the formation, incorporation, or organization of the converted entity under the plan of conversion must be effected in compliance with those laws pursuant to the plan of conversion.(e)  At the time a conversion takes effect, each owner or member of the converting entity, other than those who receive payment of their ownership or membership interest under any applicable provisions of this code relating to dissent and appraisal, has, unless otherwise agreed to by that owner or member, an ownership or membership interest in, and is the owner or member of, the converted entity.(f)  A domestic entity may not convert under this section if an owner or member of the domestic entity, as a result of the conversion, becomes subject to owner liability, without the consent of the owner or member, for a liability or other obligation of the converted entity.|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. 52, eff. September 1, 2007.Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 11, eff. September 1, 2015.|
TX Bus Orgs § 10.102 (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 10.102. Conversion of Non-Code Organizations

Sec. 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 conversion, the non-code organization must take any action that may be required for a conversion under the laws of the organization's jurisdiction of formation and the organization's governing documents.(c)  The conversion must be permitted by the laws under which the non-code organization is incorporated or organized or by its governing documents, which may not be inconsistent with the laws of the jurisdiction in which the non-code organization is incorporated or organized.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.1025 (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 10.1025. Conversion and Continuance

Sec. 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)  conversion under Section 10.101 as a domestic entity of one organizational form into a non-United States entity of the same organizational form; or(2)  conversion under Section 10.102 as a non-United States entity of one organizational form into a domestic entity of the same organizational form.(b)  The election permitted by Subsection (a) for the converting entity to continue its existence in its current organizational form and jurisdiction of formation must be:(1)  adopted and approved as part of the plan of conversion for the converting entity as required by Section 10.101(b) or 10.102(b), as applicable; and(2)  permitted by, or not prohibited by and inconsistent with, the laws of the applicable non-United States jurisdiction.(c)  Section 10.156(2) does not apply in connection with the filing of the certificate of conversion if the converting entity is a domestic filing entity that elects to continue its existence in accordance with this section.(d)  Chapter 9 does not apply to a non-United States entity that also exists as a domestic filing entity because of a conversion and election to continue its existence in accordance with this section.|Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 15, eff. September 1, 2009.|
TX Bus Orgs § 10.103 (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 10.103. Plan of Conversion: Required Provisions

Sec. 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 entity;(3)  a statement that the converting entity is continuing its existence in the organizational form of the converted entity;(4)  a statement of the type of entity that the converted entity is to be and the converted entity's jurisdiction of formation;(5)  if Sections 10.1025 and 10.109 do not apply, the manner and basis, including use of a formula, of converting the ownership or membership interests of the converting entity into ownership or membership interests of the converted entity;(6)  any certificate of formation required to be filed under this code if the converted entity is a filing entity;(7)  the certificate of formation or similar organizational document of the converted entity if the converted entity is not a filing entity; and(8)  if Sections 10.1025 and 10.109 apply, a statement that the converting entity is electing to continue its existence in its current organizational form and jurisdiction of formation after the conversion takes effect.(b)  An item required by Subsection (a)(6) or (7) may be included in the plan of conversion by an attachment or exhibit to the plan.(c)  Any of the terms of the plan of conversion may be made dependent on facts ascertainable outside of the plan if the manner in which those facts will operate on the terms of the conversion is clearly and expressly stated in the plan.  In this subsection, "facts" includes the occurrence of any event, including a determination or action by any person.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 16, eff. September 1, 2009.Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 13, eff. September 1, 2011.Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 12, eff. September 1, 2015.|