Texas Plan of Merger Standards

Scope and Applicable Uses

A Texas merger involving an LLC or for-profit corporation must be set out in a plan of merger. For an interstate merger, the other state’s law and the parties’ governing documents must also permit the transaction. Texas Business Organizations Code § 10.001(a), (d).

Last reviewed: October 3, 2026.

Requirements Shared Across Uses

The written plan identifies every party, survivor, and new organization; states their organizational forms and jurisdictions; and explains how ownership or membership interests are exchanged, canceled, or retained. A certificate of formation for a new Texas filing entity must be part of the plan, either in it or as an attachment. Texas Business Organizations Code § 10.002(a), (b).

If the merger has more than one surviving or new organization, the plan must also address the allocation of property and liabilities among them. Texas Business Organizations Code § 10.003.

Inbound: Moving Into Texas

A Texas entity that is a party must approve the plan under its entity-specific rule. An out-of-state party must take the action required by its formation law and governing documents. If the plan creates a new Texas filing entity, its certificate of formation accompanies the Texas certificate of merger. Texas Business Organizations Code §§ 10.001(b), (d), 10.153(a).

Outbound: Moving Out of Texas

A Texas LLC or corporation that is a party must approve the plan under its entity-specific rule. The out-of-state survivor’s jurisdiction must permit and govern its participation. A Texas filing entity’s participation triggers the Texas certificate of merger requirement even if the survivor is formed elsewhere. Texas Business Organizations Code §§ 10.001(b), (d), 10.151(a).

Related Pages

Read Texas Certificate of Merger Standards for the filing and Texas Domestication Flow Standards for route and approval context.

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