{"data":{"id":"us-tx/tex.-business-organizations-code-10.001","jurisdiction":"us-tx","citation":"Tex. Business Organizations Code § 10.001","heading":"ADOPTION OF PLAN OF MERGER.","body":"(a) A domestic entity may effect a merger by complying with the applicable provisions of this code. A merger must be set forth in a plan of merger.\n(b) To effect a merger, each domestic entity that is a party to the merger must act on and approve the plan of merger in the manner prescribed by this code for the approval of mergers by the domestic entity.\n(c) A domestic entity subject to dissenters' rights must provide the notice required by Section 10.355.\n(d) If one or more non-code organizations is a party to the merger or is to be created by the plan of merger:\n(1) to effect the merger each non-code organization must take all action required by this code and its governing documents;\n(2) the merger must be permitted by:\n(A) the law of the state or country under whose law each non-code organization is incorporated or organized; or\n(B) the governing documents of each non-code organization if the documents are not inconsistent with the law under which the non-code organization is incorporated or organized; and\n(3) in effecting the merger each non-code organization that is a party to the merger must comply with:\n(A) the applicable laws under which it is incorporated or organized; and\n(B) the governing documents of the non-code organization.\n(e) A domestic entity may not merge under this subchapter if an owner or member of that entity that is a party to the merger will, as a result of the merger, become subject to owner liability, without that owner's or member's consent, for a liability or other obligation of any other person.\nActs 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.\nAmended by:\nActs 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 5, eff. September 1, 2015.","path":["BUSINESS ORGANIZATIONS CODE","TITLE 1. GENERAL PROVISIONS","CHAPTER 10. MERGERS, INTEREST EXCHANGES, CONVERSIONS, AND SALES OF ASSETS","SUBCHAPTER A. MERGERS"],"source_url":"https://statutes.capitol.texas.gov/Docs/BO/htm/BO.10.htm#10.001","current_through":"89th 2nd Called Legislative Session, 2025","vintage":"","retrieved_at":"2026-08-27T01:46:58Z","sha256":"65cf363f2f013069407003451256ca7482a0e730e1c6e4f617b1a60329167009","source_id":"us-tx","stale":false,"prev":"us-tx/tex.-business-organizations-code-9.301","next":"us-tx/tex.-business-organizations-code-10.002"},"notice":"GroundRules: Original legal text. Not legal advice."}