A plan of merger may include optional provisions about governing documents, interest exchanges, and appointing a representative.
Sec. 10.004. PLAN OF MERGER: PERMISSIVE PROVISIONS. (a) A plan of merger may include: (1) amendments to, restatements of, or amendments and restatements of the governing documents of any surviving organization, including a certificate of amendment, a restated certificate of formation without amendment, or a restated certificate of formation containing amendments; (2) provisions relating to an interest exchange, including a plan of exchange; (3) provisions for the appointment, at or after the time at which the plan of merger is adopted by the owners or members of a party to the merger, of one or more persons, which may include an organization surviving or resulting from the merger or any managerial official, representative, or agent of a party to the merger or of a surviving or resulting organization, as representative of the owners or members of a party to the merger, including those whose ownership interests or membership interests are cancelled, converted, or exchanged in the merger; and (4) any other provisions relating to the merger that are not required by this chapter. (b) Provisions for the appointment of a representative in a plan of merger under Subsection (a)(3) may: (1) delegate to the representative the sole and exclusive authority to take action on behalf of the owners or members under the plan of merger, including the authority to take any action the representative determines to enforce or settle the rights of the owners or members under the plan of merger, subject to the terms and conditions prescribed by the plan of merger; (2) prescribe the irrevocable nature and binding effect of the appointment as to all owners or members to be bound by the appointment from and after the approval of the plan of merger by those owners or members in accordance with this subchapter; and (3) provide that any of the provisions: (A) may not be amended after the merger has become effective; or (B) may be amended only with the consent or approval of persons specified in the plan of merger. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. Amended by: Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 7, eff. September 1, 2015. Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411), Sec. 18, eff. September 1, 2025.