Nonprofit Corporation Merger Approval and Filing Requirements in Texas

At a glance

Requirements one by one

Written plan and eligible merger

§ 10.001(a)-(b) requires a plan approved by every domestic party under its own statutory rules. Under § 10.002(a), the written plan identifies the parties and survivors or new organizations, describes organizational forms, and explains how membership interests are converted, exchanged, canceled, or kept. The plan also includes formation documents for new filing entities. § 10.010 limits nonprofit combinations that would impair charitable status and restricts a foreign for-profit survivor.

Board and member approval

For an ordinary voting-member nonprofit, § 22.251(d) requires a board resolution approving the plan and directing submission to voting members at an annual or special meeting. If the certificate vests management in members under § 22.202(a), § 22.251(c) instead sends the plan directly to a member meeting. Under § 22.164(b)-(c), the ordinary voting-member threshold is at least two-thirds of votes members present in person or by proxy are entitled to cast; an entitled class needs its own two-thirds vote, and § 22.162 lets the certificate require a greater proportion. The denominator is the votes represented at the meeting, not all possible member votes.

Notice and memberless route

§ 22.253 requires the meeting notice to state that a merger plan is under consideration and to contain the plan or a summary. For a nonchurch corporation, § 22.156(a) generally calls for written meeting notice to voting members between 10 and 60 days before the meeting; § 22.156(b) instead lets a church give notice by oral announcement at a regular worship service or as its governing documents provide. If there are no members or no voting members, § 22.251(b) and § 22.164(b) require the affirmative vote of a majority of directors in office.

Filing and effective time

Under § 10.151(a)-(b), a merger involving a domestic filing entity requires a certificate signed by each party's authorized representative, stating the plan or a statutory summary and the required approval statements. § 10.153(a) directs ordinary certificates and any new filing-entity certificate to the Secretary of State. Under § 10.007, a merger needing a certificate takes effect when the filing is accepted, subject to Chapter 4's applicable effective-time rules.

What trips people up

Charitable status is an operative limit. § 10.010(a) bars a domestic nonprofit merger that would cause loss or impairment of charitable status; subsection (c) bars a foreign for-profit survivor when a domestic nonprofit is merging. The section itself does not prescribe a separate merger approval from a state official. § 10.001(e) also bars making a member personally liable for another party's obligations through the merger without that member's consent.

A parent owning at least 90 percent of each class and series of subsidiary interests may qualify for the § 10.006(a)-(d) short-form route. It can dispense with subsidiary approval, while the parent approval route depends on whether the parent survives. § 10.201 permits abandonment before effectiveness as the plan provides or the governing authority decides; after a certificate is filed, § 10.202 points to the filed-abandonment procedure.

Common questions

Is two-thirds measured against every member on the rolls?

No. § 22.164(b) measures the ordinary vote against the votes members present in person or by proxy are entitled to cast at the meeting, subject to the separate-class rule in subsection (c) and any higher certificate requirement.

May a parent merge a subsidiary without the subsidiary's own vote?

§ 10.006(b) dispenses with action by a domestic subsidiary if the parent meets the statute's short-form conditions, including the 90-percent interest test. The parent still follows subsection (c) or (d), depending on whether it survives.

Statutes and sources

• Texas Business Organizations Code §§ 10.001–.002, .006–.007, .010, .151, .153, .201–.202, and 22.156, .164, .202, .251, .253: merger plan, approval, notice, charitable-status limits, filing, effective time, and abandonment. Official Chapter 10 and Official Chapter 22, accessed 2026-10-03.