Texas Business Organizations Code

§ 10.004 — PLAN OF MERGER: PERMISSIVE PROVISIONS

BO § 10.004Title 1. GENERAL PROVISIONS · Ch. 10. MERGERS, INTEREST EXCHANGES, CONVERSIONS, AND SALES OF ASSETS · Art. A. MERGERS

Statute text

View on source

(a)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;

(3)provisions for the appointment, at or after the time at which the plan of merger is adopted by the owners or members of a party to the merger, of one or more persons, which may include an organization surviving or resulting from the merger or any managerial official, representative, or agent of a party to the merger or of a surviving or resulting organization, as representative of the owners or members of a party to the merger, including those whose ownership interests or membership interests are cancelled, converted, or exchanged in the merger; and

(4)any other provisions relating to the merger that are not required by this chapter.

(b)Provisions for the appointment of a representative in a plan of merger under Subsection (a)(3) may:

…

Legislative history

Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 7, eff. September 1, 2015. Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411), Sec. 18, eff. September 1, 2025.