Texas Certificate of Merger Standards

Scope and Applicable Uses

Texas requires a certificate of merger when a Texas filing entity participates in a merger or the plan creates a new Texas filing entity. The certificate can apply to a merger into or out of Texas; it does not by itself establish the other state’s requirements. Texas Business Organizations Code § 10.151(a); Texas Secretary of State, Form 622 instructions.

Last reviewed: October 3, 2026.

Requirements Shared Across Uses

For a merger outside the special short-form procedure, each party signs through an officer or authorized representative. The certificate includes the plan or the statutory alternative statements identifying parties and jurisdictions, addressing any changes to a Texas filing entity’s formation certificate, locating the plan, offering copies on written request, and certifying required approvals. Texas Business Organizations Code § 10.151(b).

Texas Form 622 instructions describe the plan attachment and alternative-statement paths for a combination merger. That form is not designed for the short-form merger procedure. Texas Secretary of State, Form 622 instructions.

Inbound: Moving Into Texas

If a plan creates a new Texas LLC or corporation, its distinct certificate of formation is filed with the certificate of merger. An existing Texas survivor does not need a new formation document merely because it survives. Texas Business Organizations Code §§ 10.153(a), 3.006(a).

Outbound: Moving Out of Texas

A Texas LLC or corporation that is a filing entity triggers the Texas certificate requirement when it is a merger party, even if an entity formed elsewhere survives. The other state’s law and filing requirements must be checked separately. Texas Business Organizations Code §§ 10.151(a), 10.001(d).

Related Pages

Read Texas Plan of Merger Standards for the plan, and Texas Domestication Flow Standards for process context.

Browse the Certificate of Merger Standards family for its jurisdiction pages.