Merger and Conversion of Entities - Analysis and Forms
The Texas Business Organizations Code (the “TBOC” or the “Code”) was a joint project of the Business Law Section of the State Bar of Texas and The Office of the Texas Secretary of State. The Texas Legislative Council provided drafting and editing assistance. The Committee’s continuing work to improve the Code has resulted in two sets of companion bills filed in the 2013 Texas Legislature. This paper will focus on those provisions in the Code that apply to mergers, conversions, interest exchanges and sales of assets by domestic entities. The bulk of those kinds of provisions are found in Title 1 General Provisions. Some provisions can also be found in each of Titles 2 through 7, but those provisions generally relate only to the requirements for domestic entities to approve one of these kinds of transactions.
