Texas Business Organizations Code
§ 10.006 — SHORT FORM MERGER
BO § 10.006Title 1. GENERAL PROVISIONS · Ch. 10. MERGERS, INTEREST EXCHANGES, CONVERSIONS, AND SALES OF ASSETS · Art. A. MERGERS
Statute text
View on source(a)A parent organization that owns at least 90 percent of the outstanding ownership or membership interests of each class and series of each of one or more subsidiary organizations may merge with one or more of the subsidiary organizations as provided by this section if:
(1)at least one of the parties to the merger is a domestic entity and each other party is a domestic entity or another non-code organization organized under the laws of a jurisdiction that permits a merger of the type authorized by this chapter; and
(2)the resulting organization or organizations are the parent organization, one or more existing subsidiary organizations, or one or more new organizations.
(b)No action by any subsidiary organization that is a domestic entity is required to approve the merger.
(c)If the parent organization will not survive the merger, a plan of merger must be adopted by action of the parent organization in the same manner as a plan of merger not governed by this section or Section 10.005.
(d)If the parent organization will survive the merger, the merger is required to be approved only by a resolution adopted by the governing authority of the parent organization.
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Legislative history
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 34, eff. January 1, 2006. Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411), Sec. 19, eff. September 1, 2025.