See Tex. Bus. Orgs. Code § 10.006 regarding short-form mergers.
The parent organization must own at least 90 percent of the outstanding ownership or membership interests of each class and series of the subsidiary organization. Tex. Bus. Orgs. Code § 10.006(a). The subsidiary organization must be a type of organization other than a partnership or “a domestic entity that has in its governing documents the provision required by Section 10.005(d)(1) and of which there are outstanding ownership or membership interests that would be entitled to vote on the merger absent this section.” Tex. Bus. Orgs. Code § 10.006(i). See also Tex. Bus. Orgs. Code § 10.005. Partnership mergers are governed by Tex. Bus. Orgs. Code § 10.009.
At least one party to the merger must be a domestic entity. Each other party may be a domestic entity or a nondomestic entity organized in a jurisdiction that permits this form of merger. Tex. Bus. Orgs. Code § 10.006(a)(1). The resulting organization(s) are, postmerger, the parent organization, one or more existing subsidiary organizations, or one or more new organizations. Tex. Bus. Orgs. Code § 10.006(a)(2).
Articles of Merger
of [name of subsidiary organization]
into [name of parent organization]
Pursuant to the provisions of section 10.006 of the Texas Business Organizations Code, [name of parent organization] (“Parent Organization”), a [type of business organization] organized under the laws of the state of [Texas/[name of state]] and owning at least 90 percent of all classes and series of the outstanding [stock/membership interests/[other type of ownership interest]] of [name of subsidiary organization] (“Subsidiary Organization”), a [type of business organization] organized under the laws of the state of [Texas/[name of state]], hereby executes the attached articles of merger.
Attached as Exhibit A is a copy of a resolution of [name of parent organization] adopted on [date] in accordance with the laws of its jurisdiction and its constituent documents.
Dated: ______________________________
[Name of parent organization]
[Name of officer], [title]
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Attach copy of resolution as Exhibit A. Resolutions approving a merger must describe the basic terms of the merger, the organizations that are parties to the merger, and the organizations that survive the merger. Tex. Bus. Orgs. Code § 10.006(f). If the parent organization does not own all the outstanding ownership or membership interests of each class and each series of each subsidiary organization that is a party to the merger, additional information must be included in the resolution. See Tex. Bus. Orgs. Code § 10.006(g). |