Tex. Bus. Orgs. Code Section 10.302
Signing of Documents


A trustee appointed for a domestic entity being reorganized under a federal statute, the designated officers of a domestic entity being reorganized under a federal statute, or any other individual designated by a court having jurisdiction of a domestic entity being reorganized under a federal statute may sign on behalf of a domestic entity that is being reorganized:

(1)

a certificate of amendment or restated certificate of formation containing:

(A)

the name of the domestic entity;

(B)

each amendment or the restatement approved by the court;

(C)

the date of the court’s order approving the certificate of amendment or the restatement;

(D)

the name of the court having jurisdiction, file name, and case number of the reorganization case in which the order was entered; and

(E)

a statement that the court had jurisdiction of the case under a federal statute;

(2)

a certificate of merger or exchange containing:

(A)

the name of the domestic entity;

(B)

the part of the plan of reorganization that contains the plan of merger or exchange approved by the court, which must include the information required by Section 10.151 (Certificate of Merger and Exchange)(b) or 10.152 (Certificate of Merger: Short Form Merger), as applicable, but which is not required to include the resolution of the governing authority referred to in Section 10.152 (Certificate of Merger: Short Form Merger);

(C)

the date of the court’s order approving the plan of merger or consolidation;

(D)

the name of the court having jurisdiction, 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 a federal statute;

(3)

a certificate of termination containing:

(A)

the name of the domestic entity;

(B)

the information required by Sections 11.101 (Certificate of Termination for Filing Entity)(c)(1)-(4);

(C)

the date of the court’s order approving the certificate of termination;

(D)

a statement that the obligations of the domestic entity, including debts and liabilities, have been paid or discharged as provided by the plan of reorganization and the remaining property and assets of the domestic entity have been distributed as provided by the plan of reorganization;

(E)

the name of the court having jurisdiction, 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 a federal statute;

(4)

a statement of change of registered office or registered agent, or both, containing:

(A)

the name of the domestic entity;

(B)

the information required by Section 5.202 (Change by Entity to Registered Office or Registered Agent)(b), as applicable, but not the information included in the statement referred to in Section 5.202 (Change by Entity to Registered Office or Registered Agent)(b)(6);

(C)

the date of the court’s order approving the statement of change of registered office or registered agent, or both;

(D)

the name of the court having jurisdiction, 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 a federal statute; or

(5)

a certificate of conversion containing:

(A)

the name of the domestic entity;

(B)

the part of the plan of reorganization that contains the plan of conversion approved by the court, which must include the information required by Section 10.103 (Plan of Conversion: Required Provisions);

(C)

the date of the court’s order or decree approving the plan of conversion;

(D)

the name of the court having jurisdiction, file name, and case number of the reorganization case in which the order was entered; and

(E)

a statement that the court had jurisdiction of the case under a federal statute.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Source: Section 10.302 — Signing of Documents, https://statutes.­capitol.­texas.­gov/Docs/BO/htm/BO.­10.­htm#10.­302 (accessed May 4, 2024).

10.001
Adoption of Plan of Merger
10.002
Plan of Merger: Required Provisions
10.003
Contents of Plan of Merger: More than One Successor
10.004
Plan of Merger: Permissive Provisions
10.005
Creation of Holding Company by Merger
10.006
Short Form Merger
10.007
Effectiveness of Merger
10.008
Effect of Merger
10.009
Special Provisions Applying to Partnership Mergers
10.010
Special Provisions Applying to Nonprofit Corporation and Nonprofit Association Mergers
10.051
Interest Exchanges
10.052
Plan of Exchange: Required Provisions
10.053
Plan of Exchange: Permissive Provisions
10.054
Effectiveness of Exchange
10.055
General Effect of Interest Exchange
10.056
Special Provisions Applying to Partnerships
10.101
Conversion of Domestic Entities
10.102
Conversion of Non-code Organizations
10.103
Plan of Conversion: Required Provisions
10.104
Plan of Conversion: Permissive Provisions
10.105
Effectiveness of Conversion
10.106
General Effect of Conversion
10.107
Special Provisions Applying to Partnership Conversions
10.108
Special Provisions Applying to Nonprofit Corporation and Nonprofit Association Conversions
10.109
Special Provisions Applying to Conversion and Continuance
10.151
Certificate of Merger and Exchange
10.152
Certificate of Merger: Short Form Merger
10.153
Filing of Certificate of Merger or Exchange
10.154
Certificate of Conversion
10.155
Filing of Certificate of Conversion
10.156
Acceptance of Certificate for Filing
10.201
Abandonment of Plan of Merger, Exchange, or Conversion
10.202
Abandonment After Filing
10.203
Abandonment if No Filing Required
10.251
General Power of Domestic Entity to Sell, Lease, or Convey Property
10.252
No Approval Required for Certain Dispositions of Property
10.253
Recording Instrument Conveying Real Property of Domestic Entity
10.254
Disposition of Property Not a Merger or Conversion
10.301
Reorganization Under Bankruptcy and Similar Laws
10.302
Signing of Documents
10.303
Reorganization with Other Entities
10.304
Right of Dissent and Appraisal Excluded
10.305
After Final Decree
10.306
Chapter Cumulative of Other Changes
10.351
Applicability of Subchapter
10.352
Definitions
10.353
Form and Validity of Notice
10.354
Rights of Dissent and Appraisal
10.355
Notice of Right of Dissent and Appraisal
10.356
Procedure for Dissent by Owners as to Actions
10.357
Withdrawal of Demand for Fair Value of Ownership Interest
10.358
Response by Organization to Notice of Dissent and Demand for Fair Value by Dissenting Owner
10.359
Record of Demand for Fair Value of Ownership Interest
10.360
Rights of Transferee of Certain Ownership Interest
10.361
Proceeding to Determine Fair Value of Ownership Interest and Owners Entitled to Payment
10.362
Computation and Determination of Fair Value of Ownership Interest
10.363
Powers and Duties of Appraiser
10.364
Objection to Appraisal
10.365
Court Costs
10.366
Status of Ownership Interest Held or Formerly Held by Dissenting Owner
10.367
Rights of Owners Following Termination of Right of Dissent
10.368
Exclusivity of Remedy of Dissent and Appraisal
10.901
Creditors
10.902
Nonexclusivity
10.1025
Conversion and Continuance

Accessed:
May 4, 2024

§ 10.302’s source at texas​.gov