Tex. Bus. Orgs. Code § 22.256 · Subchapter F. FUNDAMENTAL BUSINESS TRANSACTIONS
APPROVAL OF CONVERSION.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) A domestic corporation must approve a conversion under Chapter 10 by complying with this section.
(b) If the corporation has no members or has no members with voting rights, the plan of conversion must be approved by the vote of directors required by Section 22.164.
(c) If the management of the affairs of the corporation is vested in its members under Section 22.202, the plan of conversion:
(1) must be submitted to a vote at an annual, regular, or special meeting of the members; and
(2) must be approved by the members by the vote required by Section 22.164.
(d) If the corporation has members with voting rights:
(1) the board of directors must adopt a resolution that:
(A) approves the plan of conversion; and
(B) directs that the plan be submitted to a vote at an annual or special meeting of the members having voting rights; and
(2) the members must approve the plan of conversion by the vote required by Section 22.164.
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.22.htm
- Text hash
- sha256 781c5984b910e2df61897c7582a73427f11ccd95db8e5fa17f895e48cc9c2761
- 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
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.