Tex. Bus. Orgs. Code § 10.303 · Subchapter G. BANKRUPTCY REORGANIZATION
REORGANIZATION WITH OTHER ENTITIES.
Text — Current through the 89th 2nd Called Legislative Session, 2025
If a domestic entity or non-code organization that is not being reorganized under a federal statute merges or exchanges an interest with a domestic entity that is being reorganized under a plan of reorganization under a federal statute:
(1) Subchapters A, B, D, E, and H apply to the domestic entity or non-code organization that is not being reorganized to the same extent those subchapters would apply if the domestic entity or non-code organization were merging or engaging in an interest exchange with a domestic entity that is not being reorganized, except as otherwise provided by the plan of reorganization ordered by a court under the federal statute;
(2) Subchapter H applies to a subsidiary organization that is not being reorganized to the same extent that subchapter would apply if the subsidiary organization were merging with a parent organization that is not being reorganized;
(3) on the receipt of all required authorization for all action required by this code for each domestic entity that is a party to the plan of merger or exchange that is not being reorganized and all action by each domestic entity or non-code organization that is a party to the plan of merger or exchange required by the laws of the entity's or organization's jurisdiction of formation and governing documents, a certificate of merger or exchange shall be signed by each domestic entity or non-code organization that is a party to the merger or exchange other than the domestic entity that is being reorganized as provided by Section 10.151 and on behalf of the domestic entity that is being reorganized by the persons specified in Section 10.302;
(4) the certificate of merger or exchange must contain the information required by Section 10.302(2);
(5) the certificate of merger or exchange must be filed in the manner provided by Section 10.153; and
(6) on the acceptance for filing of the certificate of merger or exchange in accordance with Subchapter D, the merger or interest exchange, when effective, has the same effect as if it had been adopted by unanimous action of the governing authority and owners or members of the domestic entity being reorganized, and the effectiveness of the merger or interest exchange is determined as provided by Section 10.007 or 10.054.
Notes and commentary — not statutory text
History
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.10.htm
- Text hash
- sha256 7d9762acb85184408716c902bcbdcd399280db23893ad897a326dd5ee55b219d
- Composed by
- compose_tx.py 2026-10-05: the Legislative Council's chapter files read in document order; verify_tx.py's independent reading (lxml DOM walk) agrees character for character
This section cites
Provisions in this library that the text above cites, as it prints each citation. A range cited as “ss. 61.13-61.16” links its first and last provisions.
Business Organizations Code
- Tex. Bus. Orgs. Code § 10.007EFFECTIVENESS OF MERGER.Printed as Section 10.007 or 10.054
- Tex. Bus. Orgs. Code § 10.054EFFECTIVENESS OF EXCHANGE.Printed as Section 10.007 or 10.054
- Tex. Bus. Orgs. Code § 10.151CERTIFICATE OF MERGER AND EXCHANGE.Printed as Section 10.151
- Tex. Bus. Orgs. Code § 10.153FILING OF CERTIFICATE OF MERGER OR EXCHANGE.Printed as Section 10.153
- Tex. Bus. Orgs. Code § 10.302SIGNING OF DOCUMENTS.Printed as Section 10.302 | Section 10.302(2)
Procedural information only. Not legal advice and not a substitute for the advice of an attorney. Confirm the current text with the official publisher before relying on it.