Tex. Codes » Business Organizations Code · TITLE 1. GENERAL PROVISIONS · CHAPTER 10. MERGERS, INTEREST EXCHANGES, CONVERSIONS, AND SALES OF ASSETS
Texas Codes

Tex. Bus. Orgs. Code § 10.153 (2026)

Filing Of Certificate Of Merger Or Exchange

✓ current as of May 2026
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Sec. 10.153. FILING OF CERTIFICATE OF MERGER OR EXCHANGE. (a) If a certificate of merger or exchange is required to be filed, the certificate of merger or exchange must be filed in accordance with Chapter 4. The certificate of formation of each filing entity that is to be formed under a plan of merger must also be filed with the certificate of merger in accordance with Chapter 4. Except as provided by this section, the certificate must be filed with the secretary of state.

(b) If a domestic real estate investment trust is a party to the merger or if an ownership interest in a domestic real estate investment trust is to be acquired in the interest exchange, the certificate of merger or exchange must be filed in accordance with Chapter 4 with the county clerk of the county in which the domestic real estate investment trust's principal place of business in this state is located.

(c) If a domestic real estate investment trust is to be created under the plan of merger, the certificate of formation of the domestic real estate investment trust must also be filed with the certificate of merger in accordance with Chapter 4 with the county clerk of the county in which the domestic real estate investment trust's principal place of business in this state is located.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Notes of Decisions
Cited in 1 case, 2018–2018 · leading case: Trustmark Nat'l Bank v. Tegeler (In re Tegeler), 586 B.R. 598 (Bankr. S.D. Tex. 2018).
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Trustmark Nat'l Bank v. Tegeler (In re Tegeler), 586 B.R. 598 (Bankr. S.D. Tex. 2018). “007 ); see also Tex. Bus. Orgs. Code § 10.153(a). Once a merger takes effect, "the separate existence of each domestic entity that is a party to the merger, other than a surviving or new domestic entity, ceases.”
— Tex. Bus. Orgs. Code § 10.153(a) — 1 case
Trustmark Nat'l Bank v. Tegeler (In re Tegeler), 586 B.R. 598 (Bankr. S.D. Tex. 2018). “007 ); see also Tex. Bus. Orgs. Code § 10.153(a). Once a merger takes effect, "the separate existence of each domestic entity that is a party to the merger, other than a surviving or new domestic entity, ceases.”
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