Tex. Business Organizations Code § 10.053
This is the official text of Tex. Business Organizations Code § 10.053, part of Texas’s Business Organizations Code — governs the formation and operation of corporations, LLCs, and partnerships.
Not legal advice. This page reproduces the official text of a government statute for reference only. Laws change, and how a statute applies depends on your specific facts. For advice about your situation, consult a licensed attorney in your state.
§ 10.053.
Official statutory text
Sec. 10.053. PLAN OF EXCHANGE: PERMISSIVE PROVISIONS. (a) A plan of exchange may include:
(1) provisions for the appointment, at or after the time at which the plan of exchange is adopted by the owners or members whose ownership or membership interests are being acquired in the interest exchange, of one or more persons, which may include an organization that is a party to the interest exchange or any managerial official, representative, or agent of a party to the interest exchange, as representative of those owners or members; and
(2) any other provisions not required by Section 10.052 relating to the interest exchange.
(b) Provisions for the appointment of a representative in a plan of exchange under Subsection (a)(1) may:
(1) delegate to the representative the sole and exclusive authority to take action on behalf of the owners or members under the plan of exchange, including the authority to take actions the representative determines to enforce or settle the rights of the owners or members under the plan of exchange, subject to the terms and conditions as prescribed by the plan of exchange;
(2) prescribe the irrevocable nature and binding effect of the appointment as to all owners or members to be bound by the appointment from and after the approval of the plan of exchange by those owners or members in accordance with this subchapter; and
(3) provide that any of the provisions:
(A) may not be amended after the interest exchange has become effective; or
(B) may be amended only with the consent or approval of persons specified in the plan of exchange.
(1) provisions for the appointment, at or after the time at which the plan of exchange is adopted by the owners or members whose ownership or membership interests are being acquired in the interest exchange, of one or more persons, which may include an organization that is a party to the interest exchange or any managerial official, representative, or agent of a party to the interest exchange, as representative of those owners or members; and
(2) any other provisions not required by Section 10.052 relating to the interest exchange.
(b) Provisions for the appointment of a representative in a plan of exchange under Subsection (a)(1) may:
(1) delegate to the representative the sole and exclusive authority to take action on behalf of the owners or members under the plan of exchange, including the authority to take actions the representative determines to enforce or settle the rights of the owners or members under the plan of exchange, subject to the terms and conditions as prescribed by the plan of exchange;
(2) prescribe the irrevocable nature and binding effect of the appointment as to all owners or members to be bound by the appointment from and after the approval of the plan of exchange by those owners or members in accordance with this subchapter; and
(3) provide that any of the provisions:
(A) may not be amended after the interest exchange has become effective; or
(B) may be amended only with the consent or approval of persons specified in the plan of exchange.
Status: in_force · Read it on the official government site
Dealing with a business matter in Texas?
See all Texas Business lawyers
About this page: Statute text is reproduced from official government publishers via the
Open US Law dataset
(Vaquill AI, snapshot v2026.08, CC BY 4.0). Primary legislative text like this is public domain under the government-edicts doctrine
(Georgia v. Public.Resource.Org, 2020). We link every section back to its official source so you can verify it independently.