Texas § BO.10.053 - PLAN OF EXCHANGE

§ BO.10.053. PLAN OF EXCHANGE

PLAN OF EXCHANGE: PERMISSIVE PROVISIONS. (a) A plan of exchange may include: (1) provisions for the appointment, at or after the time at which the plan of exchange is adopted by the owners or members whose ownership or membership interests are being acquired in the interest exchange, of one or more persons, which may include an organization that is a party to the interest exchange or any managerial official, representative, or agent of a party to the interest exchange, as representative of those owners or members; and (2) any other provisions not required by Section 10.052 relating to the interest exchange. (b) Provisions for the appointment of a representative in a plan of exchange under Subsection (a)(1) may: (1) delegate to the representative the sole and exclusive authority to take action on behalf of the owners or members under the plan of exchange, including the authority to take actions the representative determines to enforce or settle the rights of the owners or members under the plan of exchange, subject to the terms and conditions as prescribed by the plan of exchange; (2) prescribe the irrevocable nature and binding effect of the appointment as to all owners or members to be bound by the appointment from and after the approval of the plan of exchange by those owners or members in accordance with this subchapter; and (3) provide that any of the provisions: (A) may not be amended after the interest exchange has become effective; or (B) may be amended only with the consent or approval of persons specified in the plan of exchange. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. Amended by: Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411 ), Sec. 21, eff. September 1, 2025.