1. (a) After approval of a plan of merger or a plan of exchange as provided by this code, a certificate of merger, which may also include an exchange, or a certificate of exchange, as applicable, must be filed for a merger or interest exchange to become effective if:

   1. (1) for a merger:

      1. (A) any domestic entity that is a party to the merger is a filing entity; or
      2. (B) any domestic entity to be created under the plan of merger is a filing entity; or
   2. (2) for an exchange, an ownership or membership interest in any filing entity is to be acquired in the interest exchange.

2. (b) If a certificate of merger or exchange is required to be filed in connection with an interest exchange or a merger, other than a merger under Section 10.006, the certificate must be signed on behalf of each domestic entity and non-code organization that is a party to the merger or exchange by an officer or other authorized representative and must include:

   1. (1) the plan of merger or exchange or a statement certifying:

      1. (A) the name of each domestic entity or non-code organization that is a party to the merger or exchange;
      2. (B) the name of each domestic entity or non-code organization that is to be created by the plan of merger or exchange;
      3. (C) the name of the jurisdiction in which each domestic entity or non-code organization named under Paragraph (A) or (B) is incorporated or organized;
      4. (D) for a merger, the amendments or changes to the certificate of formation of each filing entity that is a party to the merger, or if no amendments are desired to be effected by the merger, a statement to that effect;
      5. (E) that the certificate of formation of each new filing entity to be created under the plan of merger or exchange is being filed with the certificate of merger or exchange;
      6. (F) that a signed plan of merger or exchange is on file at the principal place of business of each surviving, acquiring, or new domestic entity or non-code organization, and the address of each principal place of business; and
      7. (G) that a copy of the plan of merger or exchange will be on written request furnished without cost by each surviving, acquiring, or new domestic entity or non-code organization to any owner or member of any domestic entity that is a party to or created by the plan of merger or exchange and, for a merger with multiple surviving domestic entities or non-code organizations, to any creditor or obligee of the parties to the merger at the time of the merger if a liability or obligation is then outstanding;
   2. (2) if approval of the owners or members of any domestic entity that was a party to the plan of merger or exchange is not required by this code, a statement to that effect; and
   3. (3) a statement that the plan of merger or exchange has been approved as required by the laws of the jurisdiction of formation of each organization that is a party to the merger or exchange and by the governing documents of those organizations.
3. (c) A certificate of merger may also constitute a certificate of exchange if it contains the information required for a certificate of exchange.

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