reglab/statecodes huggingface dataset:
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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)  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.
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 11, eff. September 1, 2023.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets › Subchapter G. Bankruptcy Reorganization › Section 10.303. Reorganization With Other Entities

Sec. 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, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets › Subchapter G. Bankruptcy Reorganization › Section 10.304. Right of Dissent and Appraisal Excluded

Sec. 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 and appraisal under this code except as provided by the plan of reorganization.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets › Subchapter G. Bankruptcy Reorganization › Section 10.305. After Final Decree

Sec. 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 renders the decree may retain jurisdiction of the case for limited purposes unrelated to consummation of the plan of reorganization.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets › Subchapter G. Bankruptcy Reorganization › Section 10.306. Chapter Cumulative of Other Changes

Sec. 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 by a court under a federal statute.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets › Subchapter H. Rights of Dissenting Owners › Section 10.351. Applicability of Subchapter

Sec. 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 transaction, all of the ownership interests of the entity otherwise entitled to rights to dissent and appraisal under this code are held by one owner or only by the owners who approved the fundamental business transaction.
(b)  This subchapter applies only to a "domestic entity subject to dissenters' rights," as defined in Section 1.002.  That term includes a domestic for-profit corporation, professional corporation, professional association, and real estate investment trust.  Except as provided in Subsection (c), that term does not include a partnership or limited liability company.
(c)  The governing documents of a partnership or a limited liability company may provide that its owners are entitled to the rights of dissent and appraisal provided by this subchapter, subject to any modification to those rights as provided by the entity's governing documents.
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. 56, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets › Subchapter H. Rights of Dissenting Owners › Section 10.352. Definitions

Sec. 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 under Section 10.356;  and
(B)  complies with the requirements for perfecting that owner's right to dissent under this subchapter.
(2)  "Responsible organization" means:
(A)  the organization responsible for:
(i)  the provision of notices under this subchapter; and
(ii)  the primary obligation of paying the fair value for an ownership interest held by a dissenting owner;
(B)  with respect to a merger or conversion:
(i)  for matters occurring before the merger or conversion, the organization that is merging or converting; and
(ii)  for matters occurring after the merger or conversion, the surviving or new organization that is primarily obligated for the payment of the fair value of the dissenting owner's ownership interest in the merger or conversion;
(C)  with respect to an interest exchange, the organization the ownership interests of which are being acquired in the interest exchange;
(D)  with respect to the sale of all or substantially all of the assets of an organization, the organization the assets of which are to be transferred by sale or in another manner; and
(E)  with respect to an amendment to a domestic for-profit corporation's certificate of formation described by Section 10.354(a)(1)(G), the corporation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2017, 85th Leg., R.S., Ch. 776 (H.B. 3488), Sec. 2, eff. September 1, 2017.
2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets › Subchapter H. Rights of Dissenting Owners › Section 10.353. Form and Validity of Notice

Sec. 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)  Failure to provide notice as required by this subchapter does not invalidate any action taken.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.