Texas § 22.257 APPROVAL OF EXCHANGE.

Texas Statutes

§ 22.257 — APPROVAL OF EXCHANGE.

Texas § 22.257

Code BOBusiness Organizations Code

This text of Texas § 22.257 (APPROVAL OF EXCHANGE.) is published on Counsel Stack Legal Research, covering Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Tex. Business Organizations Code Code Ann. § 22.257 (2026).

Text

Sec. 22.257. APPROVAL OF EXCHANGE.

(a)A domestic corporation must approve an exchange under Chapter 10 by complying with this section.

(b)If the corporation has no members or has no members with voting rights, the plan of exchange must be approved by the vote of directors required by Section 22.164 .

(c)If the management of the affairs of the corporation is vested in its members under Section 22.202 , the plan of exchange:

(1)must be submitted to a vote at an annual, regular, or special meeting of the members; and

(2)must be approved by the members by the vote required by Section 22.164 .

(d)If the corporation has members with voting rights:

(1)the board of directors must adopt a resolution that:

(A)approves the plan of exchange; and

(B)directs that the plan be submitted to a vote

Free access — add to your briefcase to read the full text and ask questions with AI

Sec. 22.257. APPROVAL OF EXCHANGE. (a) A domestic corporation must approve an exchange under Chapter 10 by complying with this section.
(b) If the corporation has no members or has no members with voting rights, the plan of exchange must be approved by the vote of directors required by Section 22.164 .
(c) If the management of the affairs of the corporation is vested in its members under Section 22.202 , the plan of exchange:
(1) must be submitted to a vote at an annual, regular, or special meeting of the members; and
(2) must be approved by the members by the vote required by Section 22.164 .
(d) If the corporation has members with voting rights:
(1) the board of directors must adopt a resolution that:
(A) approves the plan of exchange; and
(B) directs that the plan be submitted to a vote at an annual or special meeting of the members having voting rights; and
(2) the members must approve the plan of exchange by the vote required by Section 22.164 .
SUBCHAPTER G. WINDING UP AND TERMINATION