Texas § BO.10.002 - PLAN OF MERGER

§ BO.10.002. PLAN OF MERGER

PLAN OF MERGER: REQUIRED PROVISIONS. (a) A plan of merger must be in writing and must include: (1) the name of each organization that is a party to the merger; (2) the name of each organization that will survive the merger; (3) the name of each new organization that is to be created by the plan of merger; (4) a description of the organizational form of each organization that is a party to the merger or that is to be created by the plan of merger and its jurisdiction of formation; (5) the manner and basis, including use of a formula, of converting or exchanging any of the ownership or membership interests of each organization that is a party to the merger into: (A) ownership interests, membership interests, obligations, rights to purchase securities, or other securities of one or more of the surviving or new organizations; (B) cash; (C) other property, including ownership interests, membership interests, obligations, rights to purchase securities, or other securities of any other person or entity; or (D) any combination of the items described by Paragraphs (A)-(C); (6) the identification of any of the ownership or membership interests of an organization that is a party to the merger that are: (A) to be canceled rather than converted or exchanged; or (B) to remain outstanding rather than converted or exchanged if the organization survives the merger; (7) the certificate of formation of each new domestic filing entity to be created by the plan of merger; (8) the governing documents of each new domestic nonfiling entity to be created by the plan of merger; and (9) the governing documents of each non-code organization that: (A) is to survive the merger or to be created by the plan of merger; and (B) is an entity that is not: (i) organized under the laws of any state or the United States; or (ii) required to file its certificate of formation or similar document under which the entity is organized with the appropriate governmental authority. (b) An item required by Subsections (a)(7)-(9) may be included in the plan of merger by an attachment or exhibit to the plan. (c) If the plan of merger provides for a manner and basis of converting or exchanging an ownership or membership interest that may be converted or exchanged in a manner or basis different than any other ownership or membership interest of the same class or series of the ownership or membership interest, the manner and basis of conversion or exchange must be included in the plan of merger in the same manner as provided by Subsection (a)(5). A plan of merger may provide for cancellation of an ownership or membership interest while providing for the conversion or exchange of other ownership or membership interests of the same class or series as the ownership or membership interest to be canceled. (d) Any of the terms of the plan of merger may be made dependent on facts ascertainable outside of the plan if the manner in which those facts will operate on the terms of the merger is clearly and expressly stated in the plan. In this subsection, "facts" includes the occurrence of any event, including a determination or action by any person. (e) Unless otherwise expressly provided by the plan of merger, a disclosure letter, disclosure schedules, or similar documents or instruments delivered in connection with the plan of merger are not considered part of the plan of merger for purposes of this chapter, but those documents or instruments have the effects provided in the plan of merger. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. Amended by: Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748 ), Sec. 10, eff. September 1, 2011. Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860 ), Sec. 6, eff. September 1, 2015. Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411 ), Sec. 17, eff. September 1, 2025.