2005 Texas Code - Business Corporation Act ARTICLE 5.01. MERGER


Business Corporation Act
Part 4.
Art. 4.01. Right to Amend Articles of Incorporation A. A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation as amended contain only such provisions as might be lawfully contained in original articles of incorporation at the time of making such amendment, and, if a change in shares or the rights of shareholders, or an exchange, reclassification, subdivision, combination, or cancellation of shares or rights of shareholders is to be made, such provisions as may be necessary to effect such change, exchange, reclassification, subdivision, combination, or cancellation. B. A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation. C. Repealed by Acts 1975, 64th Leg., p. 322, ch. 134, Sec. 22, eff. Sept. 1, 1975. Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Amended by Acts 1973, 63rd Leg., p. 1504, ch. 545, Sec. 29, eff. Aug. 27, 1973; Acts 1975, 64th Leg., p. 316, ch. 134, Sec. 14, 22, eff. Sept. 1, 1975; Acts 1981, 67th Leg., p. 3115, ch. 818, Sec. 6, eff. Aug. 31, 1981; Acts 1991, 72nd Leg., ch. 901, Sec. 20, eff. Aug. 26, 1991. Sec. A amended by Acts 2003, 78th Leg., ch. 238, Sec. 21, eff. Sept. 1, 2003. Art. 4.02. Procedure to Amend Articles of Incorporation A. The articles of incorporation may be amended in the following manner: (1) The board of directors shall adopt a resolution setting forth the proposed amendment and, unless the amendment is undertaken under authority granted to the board of directors in the articles of incorporation in accordance with Article 2.13 of this Act, if shares have been issued, directing that it be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting. If no shares have been issued, the amendment shall be adopted by resolution of the board of directors and the provisions for adoption by shareholders shall not apply. The resolution may incorporate the proposed amendment in restated articles of incorporation which contain a statement that except for the designated amendment the restated articles of incorporation correctly set forth without change the corresponding provisions of the articles of incorporation as heretofore amended, and that the restated articles of incorporation together with the designated amendment supersede the original articles of incorporation and all amendments thereto. (2) Written or printed notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this Act for the giving of notice of meetings of shareholders. If the meeting be an annual meeting, the proposed amendment or such summary may be included in the notice of such annual meeting. (3) At such meeting a vote of the shareholders entitled to vote thereon shall be taken on the proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote thereon, unless any class or series of shares is entitled to vote thereon as a class, in which event the proposed amendment shall be adopted upon receiving the affirmative vote of the holders of at least two-thirds of the shares within each class or series of outstanding shares entitled to vote thereon as a class and of at least two-thirds of the total outstanding shares entitled to vote thereon. (4) The resolution authorizing a proposed amendment to the articles of incorporation may provide that at any time before the filing of the amendment with the secretary of state is effective, notwithstanding authorization of the proposed amendment by the shareholders of the corporation, the board of directors may abandon the proposed amendment without further action by the shareholders. B. Any number of amendments may be submitted to the shareholders, and voted upon by them, at one meeting. C. Repealed by Acts 1973, 63rd Leg., p. 1507, ch. 545, Sec. 32, eff. Aug. 27, 1973. Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Amended by Acts 1967, 60th Leg., p. 1719, ch. 657, Sec. 7, eff. June 17, 1967; Acts 1973, 63rd Leg., p. 1505, ch. 545, Sec. 30, 32, eff. Aug. 27, 1973; Acts 1991, 72nd Leg., ch. 901, Sec. 21, eff. Aug. 26, 1991. Sec. A amended by Acts 2003, 78th Leg., ch. 238, Sec. 22, eff. Sept. 1, 2003. Art. 4.03. Class Voting on Amendments A. The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, and the holders of the outstanding shares of a series shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the provisions of the articles of incorporation, if the amendment would accomplish any of the following, unless the amendment is undertaken pursuant to authority granted to the board of directors in the articles of incorporation in accordance with Article 2.13 of this Act: (1) Increase or decrease the aggregate number of authorized shares of such class or series. (2) Increase or decrease the par value of the shares of such class, including changing shares having a par value into shares without par value, or shares without par value into shares with par value. (3) Effect an exchange, reclassification, or cancellation of all or part of the shares of such class or series. (4) Effect an exchange, or create a right of exchange, of all or any part of the shares of another class into the shares of such class or series. (5) Change the designations, preferences, limitations, or relative rights of the shares of such class or series. (6) Change the shares of such class or series, whether with or without par value, into the same or a different number of shares, either with or without par value, of the same class or series or another class or series. (7) Create a new class or series of shares having rights and preferences equal, prior, or superior to the shares of such class or series, or increase the rights and preferences of any class or series having rights and preferences equal, prior, or superior to the shares of such class or series, or increase the rights and preferences of any class or series having rights or preferences later or inferior to the shares of such class or series in such a manner as to become equal, prior, or superior to the shares of such class or series. (8) Divide the shares of such class into series and fix and determine the designation of such series and the variations in the relative rights and preferences between the shares of such series. (9) Limit or deny the existing preemptive rights of the shares of such class or series. (10) Cancel or otherwise affect dividends on the shares of such class or series which had accrued but had not been declared. (11) Include in or delete from the articles of incorporation any provisions required or permitted to be included in the articles of incorporation of a close corporation in conformance with Part Twelve of this Act. B. Unless otherwise provided in a corporation's articles of incorporation, if the holders of the outstanding shares of a class that is divided into series are entitled to vote as a class on a proposed amendment and the amendment would affect all series of such class (other than any series of which no shares are outstanding or any series that is not affected by the amendment) equally, than the holders of the separate series shall not be entitled to separate class votes. C. Unless otherwise provided in a corporation's articles of incorporation, the approval of a proposed amendment to the corporation's articles of incorporation that would solely effect changes in the designations, preferences, limitations, and relative rights, including voting rights, of one or more series of shares of the corporation that have been established pursuant to the authority granted the board of directors in the articles of incorporation in accordance with Article 2.13 of this Act shall not require the approval of the holders of the outstanding shares of any class or series other than such series if the preferences, limitations and relative rights of such series after giving effect to such amendment and of any series that may be established as a result of a reclassification of such series are, in each case, within those permitted to be fixed and determined by the board of directors with respect to the establishment of any new series of shares pursuant to the authority granted the board of directors in the articles of incorporation in accordance with Article 2.13 of this Act. Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1958. Amended by Acts 1967, 60th Leg., p. 1758, ch. 663, Sec. 1, eff. June 17, 1967; Acts 1973, 63rd Leg., p. 1506, ch. 545, Sec. 31, 32, eff. Aug. 27, 1973; Acts 1975, 64th Leg., p. 318, ch. 134, Sec. 15, eff. Sept. 1, 1975; Acts 1981, 67th Leg., p. 3117, ch. 818, Sec. 7, eff. Aug. 31, 1981; Acts 1985, 69th Leg., ch. 128, Sec. 12, eff. May 20, 1985; Acts 1991, 72nd Leg., ch. 901, Sec. 22, eff. Aug. 26, 1991; Acts 1997, 75th Leg., ch. 375, Sec. 22, eff. Sept. 1, 1997. Art. 4.04. Articles of Amendment A. The articles of amendment shall be executed on behalf of the corporation by an officer. If no shares have been issued, however, and the articles of amendment are adopted by the board of directors, the articles of amendment may be executed on behalf of the corporation by a majority of the directors. B. The articles of amendment shall set forth: (1) The name of the corporation. (2) If the amendment alters any provision of the original or amended articles of incorporation, an identification by reference or description of the altered provision and a statement of its text as it is amended to read. If the amendment is an addition to the original or amended articles of incorporation, a statement of that fact and the full text of each provision added. (3) The date of the adoption of the amendment by the shareholders, or by the board of directors where no shares have been issued. (4) A statement that the amendment has been approved in the manner required by this Act and the constituent documents of the corporation. Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Amended by Acts 1967, 60th Leg., p. 1719, ch. 657, Sec. 8, eff. June 17, 1967; Acts 1973, 63rd Leg., p. 1507, ch. 545, Sec. 33, 34, eff. Aug. 27, 1973; Acts 1979, 66th Leg., p. 224, ch. 120, Sec. 29, eff. May 9, 1979; Acts 1981, 67th Leg., p. 839, ch. 297, Sec. 15, eff. Aug. 31, 1981; Acts 1985, 69th Leg., ch. 128, Sec. 13, eff. May 20, 1985; Acts 1991, 72nd Leg., ch. 901, Sec. 23, eff. Aug. 26, 1991. Sec. B amended by Acts 2003, 78th Leg., ch. 238, Sec. 23, eff. Sept. 1, 2003. Art. 4.05. Filing of Articles of Amendment A. The original and a copy of the articles of amendment shall be delivered to the Secretary of State. If the Secretary of State finds that the articles of amendment conform to law, he shall, when the appropriate filing fee is paid as required by law: (1) Endorse on the original and the copy the word "Filed" and the month, day, and year of the filing thereof. (2) File the original in his office. (3) Issue a certificate of amendment to which he shall affix the copy. B. The certificate of amendment, together with the copy of the articles of amendment affixed thereto by the Secretary of State, shall be delivered to the corporation or its representative. Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Amended by Acts 1979, 66th Leg., p. 225, ch. 120, Sec. 30, eff. May 9, 1979; Acts 1981, 67th Leg., p. 840, ch. 297, Sec. 16, eff. Aug. 31, 1981. Art. 4.06. Effect of Certificate of Amendment A. Upon the issuance of the certificate of amendment by the Secretary of State, the amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly. B. No amendment shall affect any existing cause of action in favor of or against such corporation, or any pending suit to which such corporation shall be a party, or the existing rights of persons other than shareholders; and, in the event the corporate name shall be changed by amendment, no suit brought by or against such corporation under its former name shall abate for that reason. Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Art. 4.07. Restated Articles of Incorporation A. A corporation may, by following the procedure to amend the articles of incorporation provided by this Act (except that no shareholder approval shall be required where no amendment is made), authorize, execute, and file restated articles of incorporation which may restate either: (1) The entire text of the articles of incorporation as amended or supplemented by all certificates of amendment previously issued by the Secretary of State; or (2) The entire text of the articles of incorporation as amended or supplemented by all certificates of amendment previously issued by the Secretary of State, and as further amended by such restated articles of incorporation. B. If the restated articles of incorporation restate the entire articles of incorporation as amended and supplemented by all certificates of amendments previously issued by the Secretary of State, without making any further amendment thereof, the introductory paragraph shall contain a statement that the instrument accurately copies the articles of incorporation and all amendments thereto that are in effect to date and that the instrument contains no change in any provision thereof; provided that the number of directors then constituting the board of directors and the names and addresses of the persons then serving as directors may be inserted in lieu of similar information concerning the initial board of directors, and the name and address of each incorporator may be omitted. C. If the restated articles of incorporation restate the entire articles of incorporation as amended and supplemented by all certificates of amendments previously issued by the Secretary of State, and as further amended by such restated articles of incorporation, the instrument containing such articles shall: (1) Set forth, for any amendment made by such restated articles of incorporation, a statement that each such amendment has been effected in conformity with the provisions of this Act, and shall further set forth the statements required by this Act to be contained in articles of amendment. (2) Contains a statement that the instrument accurately copies the articles of incorporation and all amendments thereto that are in effect to date and as further amended by such restated articles of incorporation and that the instrument contains no other change in any provision thereof; provided that the number of directors then constituting the board of directors and the names and addresses of the persons then serving as directors may be inserted in lieu of similar information concerning the initial board of directors, and the names and addresses of each incorporator may be omitted. (3) Restate the text of the entire articles of incorporation as amended and supplemented by all certificates of amendment previously issued by the Secretary of State and as further amended by the restated articles of incorporation. D. Such restated articles of incorporation shall be executed on behalf of the corporation by an officer. If no shares have been issued, however, and the restated articles of incorporation are adopted by the board of directors, the restated articles of incorporation may be executed on behalf of the corporation by a majority of the directors. The original and a copy of the restated articles of incorporation shall be delivered to the Secretary of State. If the Secretary of State finds that the restated articles of incorporation conform to law, he shall, when the appropriate filing fee is paid as required by law: (1) Endorse on the original and the copy the word "Filed," and the month, day, and year of the filing thereof. (2) File the original in his office. (3) Issue a restated certificate of incorporation to which he shall affix the copy. E. The restated certificate of incorporation, together with the copy of the restated articles of incorporation affixed thereto by the Secretary of State, shall be delivered to the corporation or its representative. F. Upon the issuance of the restated certificate of incorporation by the Secretary of State, the original articles of incorporation and all amendments thereto shall be superseded and the restated articles of incorporation shall be deemed to be the articles of incorporation of the corporation. Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Amended by Acts 1957, 55th Leg., p. 111, ch. 54, Sec. 7; Acts 1973, 63rd Leg., p. 1507, ch. 545, Sec. 35, eff. Aug. 27, 1973; Acts 1979, 66th Leg., p. 225, ch. 120, Sec. 31, eff. May 9, 1979; Acts 1981, 67th Leg., p. 840, ch. 297, Sec. 17, eff. Aug. 31, 1981; Acts 1985, 69th Leg., ch. 128, Sec. 14, eff. May 20, 1985; Acts 1987, 70th Leg., ch. 93, Sec. 20, eff. Aug. 31, 1987. Art. 4.08. Procedure for Redemption A. A corporation may at any time, subject to Article 2.38 of this Act and to the provisions of its articles of incorporation, proceed, by resolution of its board of directors, to redeem any or all outstanding shares subject to redemption. If less than all such shares are to be redeemed, the shares to be redeemed shall be selected for redemption in accordance with the provisions in the articles of incorporation, or, in the absence of such provisions therein, may be selected ratably or by lot in such manner as may be prescribed by resolution of the board of directors. Such redemption shall be effected by call and written or printed notice in the following manner: (1) The notice of redemption of such shares shall set forth: (a) The class or series of shares or part of any class or series of shares to be redeemed. (b) The date fixed for redemption. (c) The redemptive price. (d) The place at which the shareholders may obtain payment of the redemptive price and, in the case of holders of certificated shares, upon surrender of their respective share certificates. (2) The notice shall be given to each holder of redeemable shares being called, either personally or by mail, not less than twenty (20) nor more than sixty (60) days before the date fixed for redemption. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer book of the corporation, with postage thereon prepaid. B. A corporation may, on or prior to the date fixed for redemption of redeemable shares, deposit with any bank or trust company in this State, or any bank or trust company in the United States duly appointed and acting as transfer agent for such corporation, as a trust fund, a sum sufficient to redeem shares called for redemption, with irrevocable instructions and authority to such bank or trust company to give or complete the notice of redemption thereof and to pay, on or after the date fixed for such redemption, to the respective holders of shares, as evidenced by a list of holders of such shares certified by an officer of the corporation, the redemptive price upon the surrender of their respective share certificates. From and after the date fixed for redemption, such shares shall be deemed to be redeemed and dividends thereon shall cease to accrue. Such deposit shall be deemed to constitute full payment of such shares to their holders. From and after the date such deposit is made and such instructions are given, such shares shall no longer be deemed to be outstanding, and the holders thereof shall cease to be shareholders with respect to such shares, and shall have no rights with respect thereto except the right to receive from the bank or trust company payment of the redemptive price of such shares without interest and, in the case of holders of certificated shares, upon the surrender of their respective certificates therefor, and any right to convert such shares which may exist. In case the holders of such shares shall not, within six (6) years after such deposit, claim the amount deposited for redemption thereof, such bank or trust company shall upon demand pay over to the corporation the balance of such amount so deposited to be held in trust and such bank or trust company shall thereupon be relieved of all responsibility to the holders thereof. Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Amended by Acts 1983, 68th Leg., p. 2567, ch. 442, Sec. 6, eff. Sept. 1, 1983; Acts 1987, 70th Leg., ch. 93, Sec. 21, eff. Aug. 31, 1987; Acts 1989, 71st Leg., ch. 801, Sec. 24, eff. Aug. 28, 1989. Art. 4.10. Reduction of Stated Capital by Redemption or Purchase of Redeemable Shares A. When redeemable shares of a corporation are redeemed or purchased by the corporation, the redemption or purchase shall effect a cancellation of such shares. Thereupon such shares shall be restored to the status of authorized but unissued shares, unless the articles of incorporation provide that such shares when redeemed or purchased shall not be reissued, in which case the number of shares of the class so cancelled which the corporation is authorized to issue shall be reduced by the number of shares so cancelled. If the shares so redeemed and purchased constitute all the outstanding shares of any particular class of shares and if the articles of incorporation provide that the shares of such class when redeemed and repurchased shall not be reissued, the corporation may not issue any additional shares of the class of shares. B. Repealed by Acts 2003, 78th Leg., ch. 238, Sec. 44(3). C. Repealed by Acts 2003, 78th Leg., ch. 238, Sec. 44(3). D. The cancellation of shares under this article shall effect a reduction of the stated capital of the corporation by an amount equal to that part of the stated capital which was, at the time of the cancellation, represented by the shares so cancelled. E. Nothing contained in this Article shall be construed to forbid a cancellation of shares or a reduction of stated capital in any other manner permitted by law. Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Amended by Acts 1979, 66th Leg., p. 226, ch. 120, Sec. 32, eff. May 9, 1979; Acts 1981, 67th Leg., p. 840, ch. 297, Sec. 18, eff. Aug. 31, 1981; Acts 1985, 69th Leg., ch. 128, Sec. 15, eff. May 20, 1985. Sec. A amended by Acts 2003, 78th Leg., ch. 238, Sec. 24, eff. Sept. 1, 2003; Sec. B repealed by Acts 2003, 78th Leg., ch. 238, Sec. 44(3), eff. Sept. 1, 2003; Sec. C repealed by Acts 2003, 78th Leg., ch. 238, Sec. 44(3), eff. Sept. 1, 2003; Sec. D amended by Acts 2003, 78th Leg., ch. 238, Sec. 24, eff. Sept. 1, 2003. Art. 4.11. Cancellation of Treasury Shares A. A corporation may, at any time, by resolution of its board of directors, cancel all or any part of its treasury shares. B. Repealed by Acts 2003, 78th Leg., ch. 238, Sec. 44(4). C. Repealed by Acts 2003, 78th Leg., ch. 238, Sec. 44(4). D. Upon the cancellation of the treasury shares, the stated capital of the corporation shall be deemed to be reduced by that part of the stated capital which was, at the time of such cancellation, represented by the shares so cancelled, and the shares so cancelled shall be restored to the status of authorized but unissued shares. E. Nothing contained in this Article shall be construed to forbid a cancellation of shares or a reduction of stated capital in any other manner permitted by law. Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Amended by Acts 1979, 66th Leg., p. 226, ch. 120, Sec. 33, eff. May 9, 1979; Acts 1981, 67th Leg., p. 840, ch. 297, Sec. 19, eff. Aug. 31, 1981; Acts 1985, 69th Leg., ch. 128, Sec. 16, eff. May 20, 1985; Acts 1989, 71st Leg., ch. 801, Sec. 25, eff. Aug. 28, 1989. Sec. A amended by Acts 2003, 78th Leg., ch. 238, Sec. 25, eff. Sept. 1, 2003; Sec. B repealed by Acts 2003, 78th Leg., ch. 238, Sec. 44(4), eff. Sept. 1, 2003; Sec. C repealed by Acts 2003, 78th Leg., ch. 238, Sec. 44(4), eff. Sept. 1, 2003; Sec. D amended by Acts 2003, 78th Leg., ch. 238, Sec. 25, eff. Sept. 1, 2003. Art. 4.12. Reduction of Stated Capital Without Amendment of Articles and Without Cancellation of Shares A. If all or part of the stated capital of a corporation is represented by shares without par value, the stated capital of the corporation may be reduced in the following manner: (1) The board of directors shall adopt a resolution setting forth the amount of the proposed reduction and the manner in which the reduction shall be effected, and directing that the question of such reduction be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting. (2) Written or printed notice, stating that the purpose or one of the purposes of such meeting is to consider the question of reducing the stated capital of the corporation in the amount and manner proposed by the board of directors, shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this Act for the giving of notice of meetings of shareholders. (3) At the meeting for which such notice has been given, the affirmative vote of the holders of at least a majority of the shares entitled to vote on the question shall be required for approval of the resolution proposing the reduction of stated capital. B. Repealed by Acts 2003, 78th Leg., ch. 238, Sec. 44(5). C. Repealed by Acts 2003, 78th Leg., ch. 238, Sec. 44(5). D. Upon the approval of such resolution by the shareholders, the stated capital of the corporation shall be reduced as therein set forth. E. No reduction of stated capital shall be made under the provisions of this Article which would reduce the amount of the aggregate stated capital of the corporation to an amount equal to or less than the aggregate preferential amounts payable upon all issued shares having a preferential right in the assets of the corporation in the event of voluntary liquidation, plus the aggregate par value of all issued shares having a par value but no preferential right in the assets of the corporation in the event of voluntary liquidation. Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Amended by Acts 1975, 64th Leg., p. 319, ch. 134, Sec. 17, eff. Sept. 1, 1975; Acts 1979, 66th Leg., p. 227, ch. 120, Sec. 34, eff. May 9, 1979; Acts 1981, 67th Leg., p. 841, ch. 297, Sec. 20, eff. Aug. 31, 1981; Acts 1985, 69th Leg., ch. 128, Sec. 17, eff. May 20, 1985. Sec. B repealed by Acts 2003, 78th Leg., ch. 238, Sec. 44(5), eff. Sept. 1, 2003; Sec. C repealed by Acts 2003, 78th Leg., ch. 238, Sec. 44(5), eff. Sept. 1, 2003; Sec. D amended by Acts 2003, 78th Leg., ch. 238, Sec. 26, eff. Sept. 1, 2003. Art. 4.13. Special Provisions Relating to Surplus and Reserves A corporation may, by resolution of its board of directors, create a reserve or reserves out of its surplus or designate or allocate any part or all of surplus in any manner for any proper purpose or purposes, and may increase, decrease, or abolish any such reserve, designation, or allocation in the same manner. Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Amended by Acts 1987, 70th Leg., ch. 93, Sec. 22, eff. Aug. 31, 1987. Art. 4.14. Reorganization Under a Federal Statute; Amendment of Articles, Merger, Share Exchange, Conversion, and Dissolution Pursuant to Federal Reorganization Proceedings A. Authorization. Notwithstanding any other provision of this Act to the contrary, a trustee appointed for a corporation being reorganized under a federal statute, the designated officers of the corporation, or any other individual or individuals designated by the court to act on behalf of the corporation may do any of the following without action by or notice to its board of directors or shareholders in order to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the federal statute: (1) amend or restate its articles of incorporation if the articles after amendment or restatement contain only provisions required or permitted in articles; (2) merge or engage in a share exchange with one or more domestic or foreign corporations or other entities pursuant to a plan of merger or exchange having such terms and provisions as required or permitted by Articles 5.01 and 5.02 of this Act; (3) change the location of its registered office, change its registered agent, and remove or appoint any agent to receive service of process; (4) alter, amend, or repeal its bylaws; (5) constitute or reconstitute and classify or reclassify its board of directors, and name, constitute, or appoint directors and officers in place of or in addition to all or some of the officers or directors then in place; (6) sell, lease, exchange or otherwise dispose of all, or substantially all, of its property and assets; (7) authorize and fix the terms, manner, and conditions of the issuance of bonds, debentures, or other obligations, whether or not convertible into shares of any class or bearing warrants or other evidences of optional rights to purchase or subscribe for any shares of any class; (8) dissolve; or (9) effect a conversion. Actions taken under Subsection (4) or (5) of this section are effective on entry of the order or decree approving the plan of reorganization or on another effective date as may be specified, without further action of the corporation, as and to the extent set forth in the plan of reorganization or the order or decree approving the plan of reorganization. B. Authority to Sign Documents. A trustee appointed for a corporation being reorganized under a federal statute, the designated officers of the corporation, or any other individual or individuals designated by the court may sign on behalf of a corporation that is being reorganized: (1) articles of amendment or restated articles of incorporation setting forth: (a) the name of the corporation; (b) the text of each amendment or the restatement approved by the court; (c) the date of the court's order or decree approving the articles of amendment or restatement; (d) the court, file name, and case number of the reorganization case in which the order or decree was entered; and (e) a statement that the court had jurisdiction of the case under federal statute; or (2) articles of merger or exchange setting forth: (a) the name of the corporation; (b) the text of the part of the plan of reorganization that contains the plan of merger or exchange approved by the court, which shall include the information required by Article 5.04A or 5.16B of this Act, as applicable, but need not include the resolution of the board of directors referred to in Article 5.16B(3) of this Act; (c) the date of the court's order or decree approving the plan of merger or consolidation; (d) the court, file name, and case number of the reorganization case in which the order or decree was entered; and (e) a statement that the court had jurisdiction of the case under federal statute; or (3) articles of dissolution setting forth: (a) the name of the corporation; (b) the information required by Articles 6.06A(1)(2) and (3) of this Act; (c) the date of the court's order or decree approving the articles of dissolution; (d) that the debts, obligations and liabilities of the corporation have been paid or discharged as provided in the plan of reorganization and that the remaining property and assets of the corporation have been distributed as provided in the plan of reorganization; (e) the court, file name, and case number of the reorganization case in which the order or decree was entered; and (f) a statement that the court had jurisdiction of the case under federal statute; or (4) a statement of change of registered office or registered agent, or both, setting forth: (a) the name of the corporation; (b) the information required by Article 2.10A of this Act, as applicable, but not the information included in the statement referred to in Article 2.10A(7) of this Act; (c) the date of the court's order or decree approving the statement of change of registered office or registered agent, or both; (d) the court, file name, and case number of the reorganization case in which the order or decree was entered; and (e) a statement that the court had jurisdiction of the case under federal statute; or (5) articles of conversion setting forth: (a) the name of the corporation; (b) the text of the part of the plan of reorganization that contains the plan of conversion approved by the court, which shall include the information required by Article 5.18 of this Act; (c) the date of the court's order or decree approving the plan of conversion; (d) the court, file name, and case number of the reorganization case in which the order or decree was entered; and (e) a statement that the court had jurisdiction of the case under federal statute. C. Procedure for Merger or Share Exchange. When a domestic or foreign corporation or other entity that is not being reorganized merges or engages in a share exchange with a corporation that is being reorganized pursuant to a plan of reorganization: (1) Articles 5.01, 5.02, 5.03, 5.11, 5.12, and 5.13 of this Act shall apply to the domestic or foreign corporation or other entity that is not being reorganized to the same extent they would apply if it were merging or engaging in a share exchange with a corporation that is not being reorganized; (2) Article 5.06 of this Act shall apply to the domestic or foreign corporation or other entity that is not being reorganized to the same extent it would apply if that domestic or foreign corporation or other entity were merging or engaging in a share exchange with a corporation that is not being reorganized, except as otherwise provided in the plan of reorganization ordered or decreed by a court of competent jurisdiction under the federal statute; (3) Article 5.16E of this Act shall apply to a subsidiary corporation that is not being reorganized to the same extent it would apply if that corporation were merging with a parent corporation that is not being reorganized; (4) Upon the receipt of all required authorization for all action required by this Act for each corporation that is a party to the plan of merger or exchange that is not being reorganized and all action by each corporation, foreign corporation, or other entity that is a party to the plan of merger or exchange required by the laws under which it is incorporated or organized and its constituent documents, articles of merger or exchange shall be signed by each domestic or foreign corporation or other entity that is a party to the merger or exchange other than the corporation that is being reorganized as provided in Article 5.04 of this Act and on behalf of the corporation that is being reorganized by the persons specified in Section B of this Article; (5) The articles of merger or exchange shall set forth the information required in Section B(2) of this Article; (6) The articles of merger or exchange shall be filed with the Secretary of State in the manner and with such number of copies as is provided in Article 5.04B of this Act; and (7) Upon the issuance of the certificate of merger or share exchange by the Secretary of State as provided in Article 5.04 of this Act, the merger or share exchange shall become effective with the same effect as if it had been adopted by unanimous action of the directors and shareholders of the corporation being reorganized. The effectiveness of the merger or share exchange shall be determined as provided in Article 5.05 of this Act. D. Dissenters' Rights. Shareholders of a corporation being reorganized under a federal statute do not have a right to dissent under Article 5.11, 5.16E, or 5.20 of this Act, except as the plan of reorganization may provide. E. When Applicable. This Article shall not apply after the entry of a final decree in the reorganization case even though the court may retain jurisdiction of the case for limited purposes unrelated to consummation of the plan of reorganization. F. Nonexclusivity. This Article shall not preclude other changes in a corporation or its securities by a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute. Added by Acts 1961, 57th Leg., p. 424, ch. 206, Sec. 3. Amended by Acts 1979, 66th Leg., p. 227, ch. 120, Sec. 35, eff. May 9, 1979; Acts 1981, 67th Leg., p. 841, ch. 297, Sec. 21, eff. Aug. 31, 1981; Acts 1987, 70th Leg., ch. 93, Sec. 23, eff. Aug. 31, 1987; Acts 1991, 72nd Leg., ch. 901, Sec. 24, eff. Aug. 26, 1991; Acts 1993, 73rd Leg., ch. 215, Sec. 2.12, eff. Sept. 1, 1993; Acts 1997, 75th Leg., ch. 375, Sec. 23, eff. Sept. 1, 1997.

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