The Texas Business Organizations Code will become applicable to all Texas business organizations and the prior business organization statutes — including the Texas Business Corporation Act, Texas Revised Limited Partnership Act and Texas Limited Liability Company Act — will be repealed on Jan. 1, 2010. The merger, conversion and interest-exchange provisions of the TBOC are modeled on the provisions of the prior business organization statutes, but there are several important differences between the prior statutes and the TBOC that can impact general counsel.

As used in the TBOC, a merger is generally 1. the division of a Texas entity into two or more new organizations or into a Texas entity and one or more new organizations, or 2. the combination of one or more Texas entities with one or more organizations resulting in one or more surviving organizations, the creation of one or more new organizations, or one or more surviving organizations and the creation of one or more new organizations.

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