Tex. Bus. Orgs. Code § 22.257 · Subchapter F. FUNDAMENTAL BUSINESS TRANSACTIONS
APPROVAL OF EXCHANGE.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) A domestic corporation must approve an exchange 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 exchange 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 exchange:
(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 exchange; 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 exchange 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 01545ae7c3669ca12de16e476c7858b298930e5dd0552008839f33b64aeddd73
- 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
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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.