Texas Business Organizations Code
§ 10.151 — CERTIFICATE OF MERGER AND EXCHANGE
BO § 10.151Title 1. GENERAL PROVISIONS · Ch. 10. MERGERS, INTEREST EXCHANGES, CONVERSIONS, AND SALES OF ASSETS · Art. D. CERTIFICATE OF MERGER, EXCHANGE, OR CONVERSION
Statute text
View on source(a)A certificate of merger, which may also include an exchange, or a certificate of exchange, as applicable, must be filed for a merger or interest exchange to become effective if:
(1)for a merger:
(A)any domestic entity that is a party to the merger is a filing entity; or
(B)any domestic entity to be created under the plan of merger is a filing entity; or
(2)for an exchange, an ownership or membership interest in any filing entity is to be acquired in the interest exchange.
(b)If a certificate of merger or exchange is required to be filed in connection with an interest exchange or a merger, other than a merger under Section 10.006, the certificate must be signed on behalf of each domestic entity and non-code organization that is a party to the merger or exchange by an officer or other authorized representative and must include:
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Legislative history
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 53, eff. September 1, 2007. Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 13, eff. September 1, 2015. Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 10, eff. September 1, 2023.