Texas Business Organizations Code

§ 10.104 — PLAN OF CONVERSION: PERMISSIVE PROVISIONS

BO § 10.104Title 1. GENERAL PROVISIONS · Ch. 10. MERGERS, INTEREST EXCHANGES, CONVERSIONS, AND SALES OF ASSETS · Art. C. CONVERSIONS

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(a)A plan of conversion may include other provisions relating to the conversion that are not inconsistent with law.

(b)An action to be taken by the converted entity in connection with the conversion of the converting entity that is provided by the plan of conversion adopted in the manner required by Section 10.101 or 10.102, as applicable, and that is within the power of the converted entity under the law of its jurisdiction of formation:

(1)is considered authorized, adopted, and approved, as applicable, by:

(A)the converted entity; and

(B)the governing authority and owners or members of the converted entity, as applicable; and

(2)does not require any further action of the governing authority, owners, or members of the converted entity for purposes of this code. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. Amended by:

Legislative history

Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411), Sec. 22, eff. September 1, 2025.