Texas Business Organizations Code 22.251 – Approval of Merger
Current as of: 2024 | Check for updates
|
Other versions
(a) A domestic corporation that is a party to a merger under Chapter 10 must approve the merger by complying with this section.
(b) If the corporation that is a party to the merger has no members or has no members with voting rights, the plan of merger must be approved by the vote of directors required by § 22.164.
Terms Used In Texas Business Organizations Code 22.251
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means an entity governed as a corporation under Title 2 or 7. See Texas Business Organizations Code 1.002
- Domestic: means , with respect to an entity, that the entity is formed under this code or the entity's internal affairs are governed by this code. See Texas Business Organizations Code 1.002
- Merger: means :
(A) the division of a domestic entity into two or more new domestic entities or other organizations or into a surviving domestic entity and one or more new domestic or foreign entities or non-code organizations; or
(B) the combination of one or more domestic entities with one or more domestic entities or non-code organizations resulting in:
(i) one or more surviving domestic entities or non-code organizations;
(ii) the creation of one or more new domestic entities or non-code organizations; or
(iii) one or more surviving domestic entities or non-code organizations and the creation of one or more new domestic entities or non-code organizations. See Texas Business Organizations Code 1.002 - Party to the merger: means a domestic entity or non-code organization that under a plan of merger is divided or combined by a merger. See Texas Business Organizations Code 1.002
- Plan of merger: means a document that conforms with the requirements of Sections Texas Business Organizations Code 1.002
(c) If the management of the affairs of the corporation that is a party to the merger is vested in its members under § 22.202, the plan of merger:
(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 § 22.164.
(d) If the corporation that is a party to the merger has members with voting rights:
(1) the board of directors must adopt a resolution that:
(A) approves the plan of merger; 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 merger by the vote required by § 22.164.