Section 10.001 - Adoption of Plan of Merger(a) A domestic entity may effect a merger by complying with the applicable provisions of this code. A merger must be set forth in a plan of merger.(b) To effect a merger, each domestic entity that is a party to the merger must act on and approve the plan of merger in the manner prescribed by this code for the approval of mergers by the domestic entity.(c) A domestic entity subject to dissenters' rights must provide the notice required by Section 10.355.(d) If one or more non-code organizations is a party to the merger or is to be created by the plan of merger:(1) to effect the merger each non-code organization must take all action required by this code and its governing documents;(2) the merger must be permitted by:(A) the law of the state or country under whose law each non-code organization is incorporated or organized; or(B) the governing documents of each non-code organization if the documents are not inconsistent with the law under which the non-code organization is incorporated or organized; and(3) in effecting the merger each non-code organization that is a party to the merger must comply with:(A) the applicable laws under which it is incorporated or organized; and(B) the governing documents of the non-code organization.(e) A domestic entity may not merge under this subchapter if an owner or member of that entity that is a party to the merger will, as a result of the merger, become subject to owner liability, without that owner's or member's consent, for a liability or other obligation of any other person.Tex. Bus. Org. Code § 10.001
Amended by Acts 2015, Texas Acts of the 84th Leg. - Regular Session, ch. 32,Sec. 5, eff. 9/1/2015. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. 1/1/2006.