Texas Business Organizations Code 10.302 – Signing of Documents
Terms Used In Texas Business Organizations Code 10.302
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Certificate of formation: means :
(A) the document required to be filed with the filing officer under Chapter 3 to form a filing entity; and
(B) if appropriate, a restated certificate of formation and all amendments of an original or restated certificate of formation. See Texas Business Organizations Code 1.002 - Conversion: means :
(A) the continuance of a domestic entity as a non-code organization of any type;
(B) the continuance of a non-code organization as a domestic entity of any type;
(C) the continuance of a domestic entity of one type as a domestic entity of another type;
(D) the continuance of a domestic entity of one type as a foreign entity of the same type that may be treated as a domestication, continuance, or transfer transaction under the laws of the jurisdiction of formation of the foreign entity; or
(E) the continuance of a foreign entity of one type as a domestic entity of the same type that may be treated as a domestication, continuance, or transfer transaction under the laws of the jurisdiction of formation of the foreign entity. See Texas Business Organizations Code 1.002 - Domestic: means , with respect to an entity, that the entity is formed under this code or the entity's internal affairs are governed by this code. See Texas Business Organizations Code 1.002
- Domestic entity: means an organization formed under or the internal affairs of which are governed by this code. See Texas Business Organizations Code 1.002
- Entity: means a domestic entity or foreign entity. See Texas Business Organizations Code 1.002
- Governing authority: means a person or group of persons who are entitled to manage and direct the affairs of an entity under this code and the governing documents of the entity, except that if the governing documents of the entity or this code divide the authority to manage and direct the affairs of the entity among different persons or groups of persons according to different matters, "governing authority" means the person or group of persons entitled to manage and direct the affairs of the entity with respect to a matter under the governing documents of the entity or this code. See Texas Business Organizations Code 1.002
- Individual: means a natural person. See Texas Business Organizations Code 1.002
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Merger: means :
(A) the division of a domestic entity into two or more new domestic entities or other organizations or into a surviving domestic entity and one or more new domestic or foreign entities or non-code organizations; or
(B) the combination of one or more domestic entities with one or more domestic entities or non-code organizations resulting in:
(i) one or more surviving domestic entities or non-code organizations;
(ii) the creation of one or more new domestic entities or non-code organizations; or
(iii) one or more surviving domestic entities or non-code organizations and the creation of one or more new domestic entities or non-code organizations. See Texas Business Organizations Code 1.002 - Plan of conversion: means a document that conforms with the requirements of § 10. See Texas Business Organizations Code 1.002
- Plan of merger: means a document that conforms with the requirements of Sections Texas Business Organizations Code 1.002
- Property: includes tangible and intangible property and an interest in that property. See Texas Business Organizations Code 1.002
- Statute: A law passed by a legislature.
- Trustee: A person or institution holding and administering property in trust.
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 § 10.151(b) or 10.152, as applicable, but which is not required to include the resolution of the governing authority referred to in § 10.152;
(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(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 § 5.202(b), as applicable, but not the information included in the statement referred to in § 5.202(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 § 10.103;
(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.