LLC Merger Approval and Filing Requirements in Texas

At a glance

Texas runs every entity merger through one chapter. A limited liability company does not get its own merger subchapter the way it does in many states; instead chapter 10 of the Business Organizations Code supplies the plan, the certificate, the effective time, and the continuity rules for corporations, partnerships, LLCs, and real estate investment trusts alike, and chapter 101 supplies only the LLC's internal vote. Two consequences follow that surprise people. The default member vote is a majority of all members counted per capita, not by percentage interest. And an ordinary LLC member has no appraisal right at all unless the company's own governing documents create one.

Requirements one by one

The governing chapter and what counts as a merger

Section 10.001(a) states the rule plainly: a domestic entity "may effect a merger by complying with the applicable provisions of this code," and "[a] merger must be set forth in a plan of merger." The statute's vocabulary is merger throughout. There is no separate consolidation route, because section 1.002(55) already defines merger broadly enough to swallow one. It covers both the division of a domestic entity into two or more organizations and the combination of entities producing one or more survivors, one or more new organizations, or both at once.

That definition is why Texas practitioners speak of a divisive merger. The secretary of state's Form 622 instructions confirm the split in practice, directing that Form 621 "should be used to effect a merger that divides a single domestic entity into two or more new domestic entities or non-code organizations," while Form 622 handles the combination merger described in section 1.002(55)(B).

The other definition that matters is section 1.002(32), which makes a merger a "fundamental business transaction" along with an interest exchange, a conversion, and a sale of all or substantially all of an entity's assets. That label is the hook that reaches into chapter 101 and produces the member vote. Conversion, interest exchange, and asset sales have their own provisions and stay outside this answer.

Who may be a constituent

Because chapter 10 is form-neutral, an LLC may merge with another LLC, a Texas corporation, a limited partnership, a professional association, a cooperative, or a real estate investment trust. Entities from outside the code enter through section 1.002(56), which defines a "non-code organization" as an organization other than a domestic entity. That is the category holding a Delaware LLC, a foreign corporation, or a foreign limited partnership.

Section 10.001(d) attaches two conditions whenever a non-code organization is a party or is to be created. The organization must take all action required by the code and by its own governing documents, and the merger must be permitted either by the law of the state or country under which it is organized or by its governing documents if those documents are not inconsistent with that law. A merger with an entity from a jurisdiction that does not authorize the transaction is not available.

Section 1.002(69) narrows who is a "party to the merger." The term reaches an organization that is divided or combined under the plan, and expressly excludes one that is not divided or combined "regardless of whether ownership interests of the entity are to be issued under the plan of merger." A parent issuing its own units as merger consideration is therefore not automatically a party that must sign the certificate.

Nonprofit constituents carry their own boundaries under section 10.010. A domestic nonprofit corporation or nonprofit association may not merge into another entity if it would lose or impair its charitable status because of the merger, and may not merge with a foreign for-profit entity unless the nonprofit continues as the survivor.

What the plan of merger must say

Section 10.002(a) requires a written plan with nine items. Four are identity items: the name of each party, the name of each survivor, the name of each new organization to be created, and a description of the organizational form and jurisdiction of formation of each party and each new organization.

The fifth is the consideration item, and it is deliberately wide. The plan must state "the manner and basis, including use of a formula, of converting or exchanging" the interests of each party into interests, obligations, rights to purchase securities, or other securities of a surviving or new organization, into cash, into other property including securities of any other person or entity, or into any combination of those. The sixth item requires the plan to identify interests that will be canceled rather than converted, and interests that will simply remain outstanding if their organization survives.

The last three items are document items: the certificate of formation of each new domestic filing entity, the governing documents of each new domestic nonfiling entity, and the governing documents of certain non-code organizations that survive or are created. Section 10.002(b) allows all three to ride along as an attachment or exhibit rather than being retyped into the plan.

Two drafting conveniences sit at the end of the section. Section 10.002(d) permits plan terms to depend on facts ascertainable outside the plan, expressly including "the occurrence of any event, including a determination or action by any person," so long as the plan clearly and expressly states how those facts operate. Section 10.002(e) keeps disclosure letters, schedules, and similar instruments out of the plan itself unless the plan says otherwise, while preserving whatever effect the plan gives them.

If the transaction produces more than one survivor or new organization, section 10.003 adds three allocation items: how property is allocated and vested, how each liability and obligation is allocated or provided for, and the name of the organization primarily obligated to pay the fair value of a dissenting owner's interest.

Section 10.004 lists what a plan may include but need not. The list covers amendments to or restatements of a survivor's governing documents, provisions relating to an interest exchange, the appointment of a representative to act for the owners after closing with authority the plan may make irrevocable, and "any other provisions relating to the merger that are not required by this chapter." That last clause is where termination rights, amendment mechanics, and closing conditions live, since chapter 10 does not separately legislate plan amendment for an ordinary merger.

The member vote

The default is the affirmative vote of a majority of all the company's members. Section 101.356(c) provides that a fundamental business transaction "must be approved by the affirmative vote of the majority of all of the company's members," and section 1.002(32) already made a merger a fundamental business transaction.

The word "all" is doing real work. It displaces the ordinary rule in section 101.355, under which an act of the members is the affirmative vote of the majority of those "present at a meeting at which a quorum is present." Under section 101.353 a quorum is a majority of all members, so an ordinary act can pass on a bare majority of a bare majority. A merger cannot. It needs more than half of the entire membership, whether or not they show up.

The second surprise is the counting unit. Section 101.354 gives each member "an equal vote," so the Texas default is per capita rather than by percentage interest in profits or capital. A member holding ninety percent of the economics and one of five memberships casts one vote of five by default. That is the opposite of the Delaware and Florida defaults, and it is the single most important thing to check in a Texas company agreement.

The company agreement controls both points. Section 101.052(c) allows a provision of the LLC title or of title 1 applicable to an LLC to be waived or modified in the company agreement except as section 101.054 prohibits, and neither the equal-vote rule nor the section 101.356 thresholds appear on the prohibited list. A Texas LLC may therefore move to a percentage-interest vote, raise the threshold to unanimity, or lower it, and most drafted agreements do.

The limit runs in the direction drafters least expect. Section 101.054(a)(6) makes chapter 10 itself non-waivable in the company agreement, along with chapters 4, 5, 11, and 12. So the agreement may rewrite who votes and how many votes are needed, but it may not rewrite the required plan contents, the certificate, the filing machinery, or the effective-time rules. Internal governance is contractual in Texas; the public transaction is not.

Each other constituent approves under its own law. Section 10.001(b) requires each domestic entity party to act on and approve the plan "in the manner prescribed by this code for the approval of mergers by the domestic entity," so a corporate party goes to its own title and an LP to its own. Section 10.001(d) sends every non-code organization to its own jurisdiction's law and governing documents.

Notice, written consent, and the liability veto

Section 101.352(a) requires written notice of a regular or special meeting of members, given as provided by section 6.051. Section 101.352(b) supplies the timing when the members are not themselves the governing authority: notice comes from or at the direction of the governing authority "not later than the 10th day or earlier than the 60th day before the date of the meeting." The same subsection requires the notice to state the business to be transacted or the purpose of the meeting if the meeting is special or if a purpose is to consider a matter described by section 101.356. A merger vote is a section 101.356 matter, so a purpose statement is mandatory.

Section 6.051(a) leaves the manner of notice to the governing authority but fixes the contents: the date and time, plus either the location or, for a remote meeting, the form of communications system and the means of accessing it. Section 6.051(b) supplies deemed delivery, treating mailed notice as given on deposit in the mail and facsimile or electronic notice as given on transmission to a number or address the person provided or consented to.

Waiver is broad under section 6.052. A signed written waiver works "regardless of whether the waiver is signed before or after the time of the meeting," and attending or participating is itself a waiver unless the person appears solely to object that the meeting was not lawfully called or convened.

Most closely held mergers skip the meeting. Section 101.358(b) allows action without a meeting, without prior or subsequent notice, and without a vote if written consents are signed by the number of members "necessary to have at least the minimum number of votes that would be necessary to take the action at a meeting at which each governing person, member, or committee member, as appropriate, entitled to vote on the action is present and votes." Because a merger needs a majority of all members, a majority of all members must sign. Texas does not require unanimous written consent for an LLC merger.

The provision that opens section 101.358(b), "[n]otwithstanding Sections 6.201 and 6.202," matters because chapter 6 contains its own unanimous and less-than-unanimous consent regimes with sixty-day signature windows and delivery formalities. Section 6.302 confirms the separation from the other direction: subchapters C and D of chapter 6 "do not apply to a limited liability company except to the extent its governing documents specify."

Sitting on top of all of this is a personal veto rather than a vote. Section 10.001(e) provides that a domestic entity may not merge if an owner or member "will, as a result of the merger, become subject to owner liability, without that owner's or member's consent, for a liability or other obligation of any other person." No threshold satisfies this. If the survivor is a general partnership, or an entity whose governing documents impose owner liability, each affected member consents individually or the merger cannot proceed. Section 101.114 supplies the baseline the veto protects: absent a specific contrary provision in the company agreement, a member or manager is not liable for the company's debts, including a liability under a judgment or court order.

The certificate of merger

Section 10.151(a) requires a certificate of merger whenever any domestic entity that is a party is a filing entity, or any domestic entity to be created under the plan is a filing entity. Section 1.002(22) lists the limited liability company among filing entities, so an ordinary LLC merger always files.

Section 10.151(b) requires the certificate to be signed on behalf of every domestic entity and non-code organization that is a party, "by an officer or other authorized representative." This is a multi-party filing, unlike the survivor-only certificates used in several other states.

The contents may be satisfied two ways. The filer may attach the plan of merger itself, or may instead certify the alternative statements: the name and organizational form of each party; the name and form of each organization to be created; each organization's jurisdiction of incorporation or organization; the amendments or changes to any filing entity's certificate of formation, or a statement that none are being made; a statement that each new filing entity's certificate of formation is being filed with the certificate of merger; a statement that the plan "is on file at the principal place of business of each surviving, acquiring, or new domestic entity or non-code organization," with the address; and a statement that a copy of the plan will be furnished without cost on written request to any owner or member of a party, and to creditors where multiple organizations survive.

Two more statements complete the filing. Section 10.151(b)(2) requires a statement identifying any domestic entity whose owners' approval the code did not require, and section 10.151(b)(3) requires a statement that the plan has been approved as required by each organization's jurisdiction of formation and its governing documents.

Section 10.153(a) sends the certificate to the secretary of state under chapter 4, together with the certificate of formation of any filing entity created by the plan. The one redirect is section 10.153(b): if a domestic real estate investment trust is a party, the certificate goes to the county clerk where that trust's principal Texas place of business sits.

Execution and delivery run through section 4.001, which requires signature by a person the code authorizes to act for the entity and delivery "in person or by mail, courier, electronic transmission, or any other method approved by the secretary of state," and which excuses that person from showing evidence of authority as a condition of filing. The Form 622 instructions translate that for LLCs: a manager-managed company's certificate "should be signed by an authorized manager," and a member-managed company's must be signed by "an authorized managing-member."

The fee is $300. Section 4.151(5) sets it for a certificate of merger other than one filed for a nonprofit corporation, "plus, with respect to a merger, any fee imposed for filing a certificate of formation for each newly created filing entity," and section 4.154 gives an LLC the same fee as the comparable instrument. The Form 622 instructions state the same $300 figure.

Franchise tax is the gate that stops most filings. Section 10.156 lets the filing officer refuse the certificate if it does not conform to law, or if "the required franchise taxes have not been paid" and the certificate does not provide that a surviving, new, or acquiring organization is liable for them. The Form 622 instructions spell out the two routes: attach a Comptroller certificate of account status, specifically "form #05-305," for each non-surviving party, or instead have the certificate provide that one of the organizations assumes the taxes.

Effective time, abandonment, and correction

Section 10.007 makes a merger effective at the time the plan provides, except that a merger requiring a certificate takes effect "on the acceptance of the filing of the certificate of merger by the secretary of state or county clerk, as appropriate." Since an LLC merger always requires the certificate, acceptance is the operative moment.

Delay is available. Section 4.051 makes a filing instrument effective on filing except as section 4.052 permits, and section 4.052(b) allows effectiveness at a specified date, a specified date and time, on the occurrence of a specified future event or fact "including an act of any person," or after such an event at a stated date or after a stated period. Section 4.053(b) caps it: the effective date "may not be later than the 90th day after the date the instrument is signed," and the time may not be stated as "12:00 a.m." or "12:00 p.m."

Abandonment is unusually easy. Section 10.201 lets any domestic entity that is a party abandon the plan after approval and before effectiveness, "subject to any contractual rights," and expressly "without action by the owners or members," under the plan's own abandonment procedures or, if the plan has none, in the manner the governing authority determines. The members who approved the merger do not vote again to call it off.

Once the certificate is on file, section 10.202 routes abandonment through sections 4.057 and 10.201. Section 4.057 requires a certificate of abandonment signed for each party by an authorized person, stating the nature and date of the instrument and its parties and stating that it was abandoned by agreement of the parties; on filing, the transaction "is abandoned and may not take effect." Section 10.203(b) confirms that no certificate of abandonment is needed where no filing was required to make the merger effective in the first place.

Errors are fixed by certificate of correction. Section 4.101(a) reaches an instrument that inaccurately records the transaction, contains an inaccurate or erroneous statement, or "was defectively or erroneously signed, sealed, acknowledged, or verified." Section 4.103 requires the correction to name the entity, identify the instrument by description and filing date, identify the error, and state the corrected portion. Section 4.105 makes the correction relate back to the original filing date, except that as to "a person who is adversely affected by the correction," it takes effect only when the certificate of correction is filed. Section 4.151(1) prices it at $15.

What the survivor gets

Section 10.008(a) is the continuity engine. The separate existence of each domestic entity party other than a surviving or new domestic entity ceases. All rights, title, and interests to real estate and other property are allocated and vested as the plan provides, subject to existing liens, and expressly "without: (A) reversion or impairment; (B) any further act or deed; or (C) any transfer or assignment having occurred." No deed is executed and no assignment is made; the statute moves the property.

Liabilities move the same way but with a named obligor. Section 10.008(a)(3) and (4) allocate every liability as the plan provides and make the organization receiving it "the primary obligor," with no other party or new organization liable except as the plan, law, or contract provides. Pending litigation survives under section 10.008(a)(5), which lets a proceeding continue "as if the merger did not occur" or lets the organization holding the related right or liability be substituted in.

Governing documents and interests follow the plan. The survivor's documents are amended or restated to the extent the plan provides, each new filing entity is formed as the plan provides, and interests are converted, exchanged, canceled, or left outstanding as the plan provides, with former owners "entitled only to the rights provided by the plan of merger" or any subchapter H fair-value rights that apply.

Section 10.008(b) covers drafting failures. Property the plan did not allocate is owned in undivided interest, and liabilities the plan did not allocate become joint and several, in both cases pro rata to the total number of surviving and new organizations. A sloppy plan produces shared ownership and shared liability rather than a gap.

Two more provisions round out the effects. Section 10.008(d) requires a survivor that is not a domestic entity to register to transact business in Texas if another provision of the code requires registration. And section 10.253 handles the land records: a deed or other instrument conveying real property may be recorded like any similar instrument if signed and acknowledged by an officer, authorized attorney-in-fact, or other authorized person, or "in the case of a partnership or limited liability company, a governing person of the entity," and a recorded instrument so signed is prima facie evidence that the conveyance was authorized.

Section 10.254 draws the line from the other side. A disposition of all or part of an entity's property "is not a merger or conversion for any purpose," regardless of whether owner approval was required, and the acquirer may not be held liable for a transferor liability it did not expressly assume. Selling the business is not merging it, and the successor-liability consequences differ.

Dissent, appraisal, creditors, and foreign survivors

An ordinary Texas LLC member has no statutory appraisal right. Section 10.351(b) limits subchapter H to a "domestic entity subject to dissenters' rights," which section 1.002(19) defines as an entity whose owners have those rights under the code or under the entity's governing documents. Section 10.351(b) then names the entities the term includes, listing the domestic for-profit corporation, professional corporation, professional association, and real estate investment trust, and states that except as provided in subsection (c) the term "does not include a partnership or limited liability company."

Subsection (c) is the opt-in, and it is the whole ballgame for an LLC. The governing documents of an LLC "may provide that its owners are entitled to the rights of dissent and appraisal provided by this subchapter, subject to any modification to those rights as provided by the entity's governing documents." Whether a Texas LLC member can be cashed out at fair value is a question about the company agreement, not about the statute, and the agreement may grant the right in modified form.

Where the right does exist, section 10.354(a)(1)(A) attaches it to a plan of merger if owner approval was required by the code and the owner held an interest entitled to vote, and section 10.354(a)(1)(E) attaches it to a short-form merger under section 10.006 where the owner could vote on it or the owner's interest is converted or exchanged. Section 10.354(b) then withdraws the right for interests that are listed on a national securities exchange or held of record by at least 2,000 owners and that receive comparable listed or widely held consideration, and section 10.354(c) restores it for a subsidiary in a section 10.006 merger.

Section 10.351(a) switches the subchapter off entirely where, immediately before the effective date, all interests otherwise entitled to dissent "are held by one owner or only by the owners who approved the fundamental business transaction." A unanimous approval leaves nobody to dissent.

Section 10.368 makes the remedy exclusive. Absent "fraud in the transaction," the dissent and appraisal right is the exclusive remedy for recovering the value of the interest or money damages with respect to the action.

Creditors are protected generically rather than through a merger-specific notice. Section 10.901 provides that the code "does not affect, nullify, or repeal the antitrust laws or abridge any right or rights of any creditor under existing laws," and structurally section 10.008(a)(3) and (4) relocate debts to a named primary obligor instead of extinguishing them.

Service on a foreign survivor is automatic. Under section 10.008(c) a surviving organization that is not a domestic entity is considered to have appointed the Texas secretary of state as its agent for service of process "in a proceeding to enforce any obligation of a domestic entity that is a party to the merger," and to have agreed to pay dissenting owners promptly whatever the code entitles them to. Nothing needs to be signed for either consequence to attach.

Short-form mergers, other routes, and special entities

Section 10.006(a) supplies the short form at ninety percent. A parent organization owning "at least 90 percent of the outstanding ownership or membership interests of each class and series" of one or more subsidiaries may merge with them if at least one party is a domestic entity, each other party is a domestic entity or a non-code organization from a jurisdiction permitting the merger, and the resulting organizations are the parent, existing subsidiaries, or new organizations. Unlike the corporate-only short-form statutes in several states, this one is form-neutral and reaches LLCs on both sides.

Section 10.006(b) dispenses with any action by a domestic-entity subsidiary at all. Where the parent survives, section 10.006(d) requires only "a resolution adopted by the governing authority of the parent organization." Section 10.006(f) requires that resolution to describe the basic terms, the parties, and the survivors, and section 10.006(g) adds a description of the consideration payable on surrender of each subsidiary interest the parent does not own. If the parent will not survive, section 10.006(c) sends the transaction back to an ordinary plan of merger.

Section 10.006(i) carves out two subsidiaries. The section does not apply if a subsidiary party is a partnership, or if it is a domestic entity carrying the section 10.005(d)(1) provision in its governing documents with outstanding interests that would otherwise be entitled to vote on the merger.

The substitute filing is section 10.152, signed only by an authorized representative of the parent. It recites the parties and their jurisdictions, the outstanding interests of each class and series of each subsidiary with the parent's number and percentage, a copy of the resolution and its adoption date, an approval statement, and a foreign survivor's registered or principal office address. The Form 622 instructions confirm the form split, stating that Form 622 "is not designed to effect the short form merger of a parent organization with a subsidiary organization under section 10.006 of the BOC" and that Form 623 may be used instead.

Nothing here is exclusive. Section 10.006(h) provides that an entity "is not disqualified from effecting a merger under any other provision of this chapter because it qualifies for a merger under this section," and section 10.902 adds that the chapter does not limit an entity's power to acquire interests in a domestic entity "through a voluntary exchange or otherwise."

Series LLCs have their own parallel regime. Section 101.633(b) lets one or more merging series of the same company merge under a plan of merger complying with sections 101.634 through 101.636, with the plan providing for one or more surviving or new series of the same company. Section 101.633(c) makes the approval default company-agreement-driven. Section 101.633(k) carries a liability veto matching section 10.001(e), barring the merger if a member of a merging series would become subject to company-agreement liability without consent. And section 101.636 lets the company agreement provide that a series "does not have the power to merge under Section 101.633" at all.

Nonprofit limits sit in section 10.010, and tax, securities, antitrust, banking, insurance, utility, and other regulatory approvals stay outside this survey.

What trips people up

The vote is per capita, not per percentage. Section 101.354 gives each member an equal vote, and section 101.356(c) counts a majority of all members. A member with ninety percent of the economics has one vote out of five unless the company agreement says otherwise. Nearly every drafted Texas company agreement changes this, which means the answer almost never comes from the statute alone.

"Majority of all members" is not "majority of a quorum." Section 101.355 would let an ordinary act pass on a majority of those present at a meeting where a majority of all members constitutes a quorum under section 101.353. Section 101.356(c) overrides that for a merger. Counting the votes in the room is the wrong test.

The company agreement can rewrite the vote but not the filing. Section 101.052(c) makes the LLC title broadly waivable, which is why the threshold moves. Section 101.054(a)(6) then makes chapter 10 non-waivable, so the plan contents, certificate, and effective-time rules are fixed no matter what the agreement says. Drafters routinely assume the reverse.

There is no LLC appraisal right by default. Section 10.351(b) excludes the limited liability company from subchapter H unless the governing documents opt in under subsection (c). A member expecting a Texas fair-value buyout because corporations get one will not find it in the statute.

Written consent does not have to be unanimous. Section 101.358(b) keys the consent to the number of votes needed at a meeting, which for a merger is a majority of all members. Filers who chase every signature are applying the chapter 6 unanimous-consent model that section 6.302 says does not govern an LLC in the first place.

The franchise tax certificate stops more filings than the law does. Section 10.156 lets the filing officer refuse a certificate whose franchise taxes are unpaid, and the Form 622 instructions require a Comptroller form 05-305 for each non-surviving party unless a surviving, new, or acquiring organization assumes the taxes in the certificate itself.

Every party signs, not just the survivor. Section 10.151(b) requires the certificate to be signed on behalf of each domestic entity and non-code organization that is a party. A survivor-only signature block borrowed from another state's form will not do.

Ninety days is a hard ceiling on a delayed closing. Section 4.053(b) forbids an effective date later than the 90th day after the instrument is signed. A merger meant to close on a distant date cannot simply be filed early with that date written in.

Abandonment does not go back to the members. Section 10.201 lets the governing authority abandon the plan "without action by the owners or members." The vote that approved the merger does not have to be undone.

Common questions

Does a Texas LLC merger have to be approved unanimously?

No, not by default. Section 101.356(c) requires the affirmative vote of a majority of all the company's members, because section 1.002(32) makes a merger a fundamental business transaction. Unanimity is the default only for a certificate of formation amendment under section 101.356(d). The company agreement may raise the merger threshold to unanimity, and many do, so the operative number is whichever the agreement sets.

Can a Texas LLC merge with a corporation or a limited partnership?

Yes. Chapter 10 is form-neutral, so an LLC, a corporation, a limited partnership, a professional association, a cooperative, and a real estate investment trust can all be parties to the same merger, and any of them can survive. Section 10.001(d) adds conditions only when a non-code organization is involved, requiring it to take all action its own governing documents and the code require, and requiring the merger to be permitted by its own jurisdiction's law or its governing documents.

Does a member who votes against the merger get bought out?

Not unless the company agreement says so. Section 10.351(b) excludes a limited liability company from the dissent and appraisal subchapter, and section 10.351(c) lets an LLC's governing documents opt in, with modifications. So the first question is always what the company agreement provides. If it opts in, then section 10.354 supplies the triggers and section 10.368 makes the appraisal remedy exclusive absent fraud in the transaction.

What does the merger cost to file?

Section 4.151(5) sets $300 for a certificate of merger other than one filed for a nonprofit corporation, plus the certificate-of-formation fee for each newly created filing entity, and section 4.154 gives an LLC the same fee as the comparable instrument. The Form 622 instructions state the same $300 figure. A certificate of correction is $15 under section 4.151(1).

Can the merger close on a future date?

Yes, within ninety days. Section 4.052(b) allows a delayed effective date, a date and time, or effectiveness on or after a specified future event or fact including an act of any person. Section 4.053(b) caps the delay at the 90th day after the instrument is signed and forbids stating the time as "12:00 a.m." or "12:00 p.m." Otherwise section 10.007 makes the merger effective when the secretary of state accepts the certificate.

Do we need a deed to move the real estate to the survivor?

No. Section 10.008(a)(2) vests property in the survivor as the plan provides without reversion, without any further act or deed, and without any transfer or assignment having occurred. Section 10.253 then lets a conveyance instrument executed by the entity be recorded like any similar instrument if signed and acknowledged by a governing person of the LLC, which is how the land records get updated when a recordable instrument is wanted.

Can we call the merger off after filing the certificate?

Yes, if it has not yet taken effect. Section 10.201 allows abandonment at any time before effectiveness, subject to contractual rights and without action by the members. Section 10.202 routes a post-filing abandonment through section 4.057, which requires a certificate of abandonment signed for each party, and section 10.203(b) confirms no such certificate is needed where no filing was required to make the merger effective.

Does a parent need a member vote to merge in a subsidiary it almost wholly owns?

Not from the subsidiary. Section 10.006(a) reaches a parent owning at least 90 percent of the outstanding interests of each class and series of the subsidiary, section 10.006(b) dispenses with any action by a domestic-entity subsidiary, and section 10.006(d) requires only a resolution of the parent's governing authority where the parent survives. The substitute filing is the section 10.152 certificate, and the Form 622 instructions direct short-form filers to Form 623. Section 10.006(i) removes the route where the subsidiary is a partnership.

Statutes and sources

• Tex. Bus. Orgs. Code § 1.002 defines a domestic entity subject to dissenters' rights, a filing entity, a fundamental business transaction, a merger, a non-code organization, and a party to the merger. Accessed September 10, 2026.
• Tex. Bus. Orgs. Code § 10.001 authorizes the merger, requires a plan, sends each party to its own approval rules, and bars a merger that would impose owner liability without consent. Accessed September 10, 2026.
• Tex. Bus. Orgs. Code §§ 10.002-.004 set the nine required plan items and the consideration rules, add the allocation items for multiple survivors, and list the permissive contents. Accessed September 10, 2026.
• Tex. Bus. Orgs. Code § 10.006 supplies the 90 percent short-form merger, its resolution contents, its nonexclusivity, and its partnership carve-out. Accessed September 10, 2026.
• Tex. Bus. Orgs. Code §§ 10.007-.008 fix the effective time on acceptance of the certificate and list the vesting, liability, proceeding, interest, foreign-survivor service, and registration effects. Accessed September 10, 2026.
• Tex. Bus. Orgs. Code § 10.010 limits nonprofit corporation and nonprofit association mergers. Accessed September 10, 2026.
• Tex. Bus. Orgs. Code §§ 10.151-.153 require the certificate of merger, list its contents and signers, supply the short-form certificate, and name the filing offices. Accessed September 10, 2026.
• Tex. Bus. Orgs. Code § 10.156 lets the filing officer refuse a nonconforming certificate or one without franchise-tax clearance. Accessed September 10, 2026.
• Tex. Bus. Orgs. Code §§ 10.201-.203 allow abandonment before effectiveness without owner action and set when a certificate of abandonment is required. Accessed September 10, 2026.
• Tex. Bus. Orgs. Code §§ 10.253-.254 govern recording a conveyance and confirm that a property disposition is not a merger. Accessed September 10, 2026.
• Tex. Bus. Orgs. Code § 10.351 excludes a limited liability company from the dissent and appraisal subchapter unless its governing documents opt in, and switches the subchapter off for a sole or unanimously approving ownership. Accessed September 10, 2026.
• Tex. Bus. Orgs. Code § 10.354 lists the transactions a qualifying owner may dissent from and the market-out limits. Accessed September 10, 2026.
• Tex. Bus. Orgs. Code §§ 10.368, 10.901-.902 make appraisal the exclusive remedy absent fraud, preserve creditors' existing rights, and keep the chapter nonexclusive. Accessed September 10, 2026.
• Tex. Bus. Orgs. Code §§ 4.001, 4.051-.053, 4.057 govern signature and delivery, effectiveness on filing, delayed effectiveness capped at ninety days, and the certificate of abandonment. Accessed September 10, 2026.
• Tex. Bus. Orgs. Code §§ 4.101-.105, 4.151, 4.154 supply the certificate of correction and its relation-back effect, the $300 merger filing fee, and the LLC fee parity rule. Accessed September 10, 2026.
• Tex. Bus. Orgs. Code §§ 6.051-.052, 6.302 set general meeting-notice contents and deemed delivery, supply waiver by signature or attendance, and exclude an LLC from chapter 6 subchapters C and D. Accessed September 10, 2026.
• Tex. Bus. Orgs. Code §§ 101.052-.054, 101.114 make the LLC title broadly waivable in the company agreement, make chapter 10 non-waivable, and supply the members' baseline non-liability. Accessed September 10, 2026.
• Tex. Bus. Orgs. Code §§ 101.352-.356, 101.358 set the 10-to-60-day member meeting notice with its purpose statement, the quorum and equal-vote defaults, the majority-of-all-members threshold for a fundamental business transaction, and the written-consent alternative. Accessed September 10, 2026.
• Tex. Bus. Orgs. Code §§ 101.633, 101.636 supply the series-to-series merger route, its liability veto, and the company agreement's power to remove a series' merger power. Accessed September 10, 2026.
• Tex. Sec'y of State, Form 622 General Information (Certificate of Merger-Combination Merger) states the $300 filing fee, the LLC signature rule, the Comptroller form 05-305 tax-certificate requirement, and the routing of short-form and divisive mergers to Forms 623 and 621. Accessed September 10, 2026.