Form 622 – Certificate of Merger – Combination Merger – Business Organizations Code

Jurisdiction: Country: United States | Province or State: Texas

What is a Form 622 – Certificate of Merger – Combination Merger – Business Organizations Code?

Form 622 is the Texas filing that records a “combination merger.” A combination merger joins at least one Texas filing entity with at least one organization that is not a Texas filing entity. The law calls the latter a “non-code organization.” Examples include a general partnership, a joint venture, a business trust, or another organization formed outside the Texas filing system. The form is filed with the Secretary of State of Texas.

This certificate is the public record of the merger. It tells the state which entities are merging, who survives, and when the merger becomes effective. It replaces multiple separate filings by capturing the required merger information in one instrument. Once accepted, the merger takes effect on filing or on your chosen delayed date.

Who typically uses this form?

Owners, managers, general counsel, corporate secretaries, and outside legal teams use it. Corporate paralegals and accountants often prepare the details. You might use it if you run a Texas company that will merge with a partnership. You also use it when a Texas entity merges with a joint venture or other non-code organization. If you are consolidating a group of related businesses, you likely need this form.

Why would you need this form?

You need it to make the merger valid under Texas law. It ensures that the survivor holds all assets and assumes all liabilities by law. It also terminates the non-surviving Texas filing entities. It updates the public record so third parties can rely on the merger. Without it, the merger is not of record in Texas. Contracts, licenses, and titles could be at risk.

Typical usage scenarios include acquisitions and internal restructures. A Texas LLC might absorb a long-standing family partnership. A Texas corporation might merge with a joint venture formed under another state’s law. A nonprofit corporation could merge with an unincorporated nonprofit association. A new Texas entity can also be created by the merger. In that case, you attach its formation filing to Form 622.

Form 622 has a precise purpose. It is not a plan of merger and not a purchase agreement. Those are separate documents. Form 622 reports that each party approved a plan of merger as required. It also confirms that the legal steps for the merger were met. You file it to complete the merger in the Texas public record.

When Would You Use a Form 622 – Certificate of Merger – Combination Merger – Business Organizations Code?

You use Form 622 when your merger includes any mix of Texas filing entities and non-code organizations. The filing entities could be a Texas corporation, LLC, LP, or other entity formed by filing with the state. A non-code organization is any organization not formed by filing under the Texas Business Organizations Code. That may include a general partnership, a statutory trust, or an unincorporated association. It may also include an organization formed under another legal framework.

Consider a practical example. You run a Texas LLC that holds operations. You also have a long-running general partnership that holds equipment. You plan to merge the partnership into the LLC. The LLC will survive and own all assets. The partnership will terminate. That is a combination merger. You would file Form 622.

Another example: A Texas corporation and a joint venture trust consolidate. The new survivor will be a Texas LLC formed by the merger. You would attach the LLC’s certificate of formation and file Form 622. The filing captures all parties and states that the new LLC will survive. It also reports the approvals and the conversion of ownership interests.

You might also use Form 622 if the survivor is a foreign or non-code organization. For example, your Texas corporation merges into a Delaware statutory trust that will survive. You still file Form 622 because a Texas filing entity is a party. The filing places the merger on the Texas record. It also sets the terms for service of process in Texas.

Typical users include business owners, CFOs, and general counsel. Corporate development teams use it at the close of a deal. Outside counsel use it in cross-entity restructures. Accounting and tax teams use the merger to simplify reporting. In each case, the same rule applies. If a Texas filing entity is a party and a non-code organization is in the mix, use Form 622.

Legal Characteristics of the Form 622 – Certificate of Merger – Combination Merger – Business Organizations Code

Form 622 is a legally binding filing. It is accepted under the Texas Business Organizations Code. It becomes effective on filing or on a date you choose. The merger is enforceable because Texas law sets clear statutory effects. On effectiveness, all property of each merging party vests in the survivor. All liabilities of each merging party become the survivor’s liabilities. The non-surviving filing entities terminate without winding up.

Enforceability rests on proper approvals and statutory content. Each party must adopt a plan of merger before filing. The certificate states that the plan was approved as required by each party’s governing law. That includes approval by owners, managers, or other governing persons. Non-code organizations must approve the plan as the law requires. The certificate stands as a representation that approvals were met.

The filing must include all required information. It must identify every party, its type, and its jurisdiction. It must name the survivor. It must include the manner and basis of converting ownership interests. It must address any amendments to the survivor’s governing documents. It must include an effective date and time. If the survivor is not a Texas filing entity, it must include service of process details. Missing any of these can block acceptance or impair enforceability.

Signatures must be from authorized persons. A manager, officer, general partner, or similar person may sign. One signature can be enough if the plan authorizes a party to sign for others. If many parties are involved, the form allows schedules. You can attach schedules to list parties, interests, and other terms. Notarization is not required. Electronic filing is allowed.

The filing gives constructive notice of the merger. That helps counterparties, lenders, and agencies rely on your new structure. Many contracts treat a merger as an assignment by law. Some contracts restrict that. You should review those clauses before filing. Licenses, permits, and registrations may need updates after the merger. Property records may need a certified copy recorded to update title chains.

If the survivor is a domestic entity created by the merger, you must also file its formation document. If the survivor is a foreign entity transacting business in Texas, you may need to register it. If the survivor is not registered, it must accept service of process as required. The certificate must include a mailing address for that purpose. These provisions ensure Texas courts can reach the survivor.

Finally, Form 622 stands alone as the operative public filing. You do not attach the full plan of merger unless you choose to. The certificate can summarize the necessary terms and state where the plan is kept. That approach protects confidentiality while meeting the statute.

How to Fill Out a Form 622 – Certificate of Merger – Combination Merger – Business Organizations Code

Follow these steps. Gather complete information before you start. That avoids rejection and delays.

1) Confirm you have a “combination merger.”

• At least one party is a Texas filing entity.
• At least one party is a non-code organization.
• You have a written plan of merger approved by all parties.

2) Prepare and approve the plan of merger.

• Include the parties, survivor, and effective time.
• Detail the conversion of ownership interests.
• Describe any cash payments or fractional interest treatment.
• Provide amendments to the survivor’s governing documents, if any.
• State which party is authorized to sign and file the certificate.
• State where the plan will be kept and who may request a copy.

3) Identify every party to the merger.

• For each Texas filing entity, list the exact legal name and file number.
• Identify entity type (LLC, corporation, LP, etc.).
• Identify the jurisdiction of formation and the date of formation.
• For each non-code organization, list the legal name and jurisdiction.
• Provide principal office address for each non-code organization.

4) Name the surviving organization.

• State the exact legal name of the survivor.
• Identify its type and jurisdiction.
• If a new Texas entity will be formed, attach its formation filing.
• Confirm the survivor’s name is available in Texas if it will exist here.
• Confirm or appoint a registered agent if the survivor is a Texas filing entity.

5) State the manner and basis of conversion.

• Explain how each ownership interest converts into survivor interests.
• Include exchange ratios, cash in lieu, or other consideration.
• Address rights for holders with special classes or preferences.
• Confirm treatment of fractional interests or cash rounding.

6) Address amendments to the survivor’s governing documents.

• If the survivor is a Texas filing entity, list any amendments to the merger.
• If adopting new governing documents, state that and attach or summarize.
• If the survivor is new, its formation document will govern.

7) Include required approval statements.

• State that each party approved the plan as required by its governing law.
• For Texas filing entities, confirm approval by owners or governing persons.
• For non-code organizations, confirm approval under their rules or law.

8) Choose the effective date and time.

• You can make the merger effective on filing.
• Or choose a delayed date up to 90 days after filing.
• Or tie effectiveness to a future event within that same 90-day window.
• If using a future event, describe the event clearly and objectively.
• If you pick a time, list the time and time zone.

9) Add service of process statements if needed.

• If the survivor is not a Texas filing entity, provide a mailing address.
• State that the survivor consents to service of process as required by law.
• If the survivor plans to register to do business in Texas, address that plan.

10) Add any other provisions required by your deal.

• Include restrictions, consents, or other terms if the form allows.
• Attach schedules for long party lists or detailed conversion terms.

11) Prepare required attachments.

• Attach the plan of merger if you prefer full transparency.
• Or include a statement that the plan is on file at a named location.
• Attach the survivor’s Texas formation document if creating a new entity.
• Attach any additional schedules referenced in the certificate.

12) Complete the signature blocks.

• An authorized person must sign for each Texas filing entity.
• The survivor can sign for all parties if the plan authorizes it.
• Print the name and title for each signer.
• Date each signature.
• Confirm that names match governing documents or resolutions.

13) Review for accuracy and internal consistency.

• Names, jurisdictions, and types must match across all documents.
• The survivor’s name should match any attached formation filing.
• Exchange ratios should match the plan of merger.
• Effective date language must be clear and within allowed limits.

14) Pay the state filing fee.

• The fee depends on the types of Texas entities that will not survive.
• Have a clear list of non-surviving Texas filing entities to determine fees.
• Include payment with the submission.

15) File the form with the Secretary of State of Texas.

• Submit the certificate and all attachments.
• You can request expedited processing if time is critical.
• Keep proof of submission and payment.

16) Obtain evidence of filing.

• Request a file-stamped copy for your records.
• Consider ordering a certified copy.
• Share the evidence of filing with lenders, landlords, and agencies.

17) Complete post-filing tasks.

• Update bank accounts, payroll, and vendor records.
• Notify licensing boards and tax agencies as needed.
• Record a certified copy in county records if real property is involved.
• Update UCC filings if a secured party requires it.
• Cancel registrations for entities that did not survive.
• Register the survivor in Texas if it is foreign and doing business here.

Key drafting tips

• Use exact legal names, including punctuation and suffixes.
• Confirm file numbers and jurisdictions before drafting.
• Keep the certificate concise. Put complex terms in the plan or schedules.
• If you do not attach the plan, include the statutory summary statements.
• Ensure the plan states who can sign for the parties.
• Align effective time across the plan, certificate, and closing mechanics.

Typical errors to avoid

• Listing the wrong survivor or omitting a party.
• Forgetting to address fractional interests or cash payments.
• Missing the approval statement for a non-code organization.
• Using an effective date beyond the allowed period.
• Failing to include a service of process address for a non-Texas survivor.
• Leaving out the attached formation filing for a new Texas survivor.

Real-world example

You operate “Lone Star Fabricators, LLC,” a Texas LLC. You also run “Hill Country Partners,” a Texas general partnership. You want one legal entity for operations. You structure a merger where the LLC survives and the partnership merges into it. You approve a plan of merger with the owners of both entities. You complete Form 622. You list both parties, identify the LLC as the survivor, and state the exchange of partnership interests into LLC units. You include a delayed effective time of 11:59 p.m. on Friday. You sign as manager of the LLC. The partnership’s managing partner also signs. You file and receive evidence of filing. At 11:59 p.m., all partnership assets vest in the LLC. The partnership terminates. On Monday, you update bank records and vendor contracts. You record a certified copy in the county where the plant real estate sits. The chain of title now reflects the LLC as owner.

That is the process from start to finish. With complete information and careful drafting, Form 622 is straightforward. It is the right tool when your merger crosses filing and non-filing organizational lines.

Legal Terms You Might Encounter

• Combination merger means a merger that also creates a new filing entity. In this form, you record both actions at once. You do not file a separate formation document. The new entity comes into existence when the merger becomes effective.
• Surviving entity is the organization that continues after the merger. It can be an existing entity or a new one formed by the merger. The form asks you to identify the survivor by name, type, and jurisdiction.
• Non‑surviving entity is any organization that does not continue after the merger. Its existence ends at the effective time. You must list each non‑survivor by name, type, and jurisdiction on the form.
• Plan of merger is the agreement that sets the merger terms. It covers how interests convert, approvals, and conditions. The form requires you to confirm that the plan was approved. You usually do not attach the full plan unless asked.
• Governing authority means the decision makers for each entity. For an LLC, that may be managers or members, for a corporation, that includes directors and shareholders. The form asks you to state who approved the plan and how.
• Governing documents are the internal rules for each entity. For an LLC, that may be a company agreement for a corporation, which includes bylaws. The form relies on these rules for the approval method you certify.
• Effective date and time are when the merger takes effect. You can choose when this happens. You may select the filing date, a future date, or a delayed time. The form includes a field for this choice.
• New filing entity is the entity created by a combination merger. It becomes active on the effective date. The form will capture its name, type, and formation details. You also include its registered agent and office information.
• Assumed name means a name an entity uses that is not its legal name. If the survivor will use an assumed name, note it in your plan and records. The form itself records legal names. Assumed name filings happen separately.
• Foreign filing entity is a business formed outside Texas. A foreign entity can merge with a Texas entity. It can also be the survivor. The form collects details for each foreign party and the survivor’s future registrations.

FAQs

Do you need to attach the plan of merger?

You usually confirm the plan in the form and keep it in your records. You do not attach the full plan unless the instructions require it. Keep a signed copy for each party’s minute book. Be ready to provide it if asked.

Can the survivor be a new entity formed by the merger?

Yes. That is a combination merger. The form captures both the merger and the creation of the new survivor. You include the new entity’s name, type, and registered agent details. The new survivor exists when the merger becomes effective.

Can a foreign entity be the survivor?

Yes. A foreign entity may serve as the survivor. List its jurisdiction and name exactly as on its home records. If it will transact business in Texas, arrange its Texas registration after the merger. Coordinate names and agent details to avoid delays.

Do you need to reserve the new entity name before filing?

You do not have to reserve it if the form will create the new survivor. But name conflicts cause rejections. Confirm the name is available in Texas before you file. If the survivor is foreign, check both jurisdictions.

Can you choose a future effective date?

Yes. You can set a future date or a specific time. Many choose a date that aligns with accounting or closing steps. The merger cannot be effective before filing. Make sure your contracts and notices match the chosen timing.

Do you need owner approval for each merging entity?

Yes. Each entity must approve the plan under its own rules. That may require board and owner approval. The form requires you to certify that approvals occurred. Keep signed resolutions or consents with your records.

Do you need tax clearance before filing?

You do not file tax clearance with this form. However, you should address tax and reporting items during closing. Plan for franchise tax, payroll, and sales tax updates. The survivor assumes obligations, so avoid surprises.

What happens to contracts and licenses after the merger?

By law, the survivor owns the assets and liabilities of each party. Many contracts still require notice or consent. Licenses may not transfer automatically. Review key agreements and permits before filing. Build those steps into your closing checklist.

Checklist: Before, During, and After the Form 622 – Certificate of Merger – Combination Merger – Business Organizations Code

Before signing

• Confirm transaction type fits a combination merger.
• Verify the survivor’s exact legal name and jurisdiction.
• Verify each non‑survivor’s name, type, and jurisdiction.
• Confirm the new entity name is available in Texas.
• Choose the survivor’s entity type and governing structure.
• Select a registered agent and registered office for the survivor.
• Draft the plan of merger with conversion terms for interests.
• Decide on the effective date and time.
• Prepare board and owner approvals for each party.
• Obtain signed consents or minutes from each governing body.
• List each entity’s Texas file number, if applicable.
• Review assumed names and whether any will be continued or ended.
• Identify real property, liens, and UCC filings to be updated.
• Review third‑party contracts for notices or consents.
• Map post‑closing accounting, payroll, and tax updates.
• Prepare survivor formation details for the new entity section.
• Align merger terms with lender covenants and insurance policies.

During signing

• Verify the survivor’s name and jurisdiction are correct.
• Confirm each merging entity’s name and type match governing records.
• Check the registered agent and office for the survivor.
• Confirm the effective date selection matches the plan.
• State how the plan was approved for each entity.
• Confirm that the exchange or conversion of interests is summarized as required.
• Use the correct capacity for each signer (e.g., manager, officer).
• Ensure signatures are by authorized persons for each entity.
• Review that the new survivor details are complete and consistent.
• Confirm that no blanks remain that the office will reject.

After signing

• File the form with the Secretary of State.
• Monitor for acceptance or any rejection notice.
• Obtain and store the evidence of filing in your records.
• Order a certified copy if you need to present proof to third parties.
• Record real property transfers if required by your closing plan.
• Update bank accounts, treasury platforms, and signature cards.
• Notify customers, vendors, and landlords as required.
• Update insurance policies and named insureds.
• Update payroll, benefits, and retirement plan records.
• File or update assumed name certificates for the survivor.
• Register the survivor in other states where it will operate.
• Cancel registrations for non‑survivors in other states.
• Update tax accounts and mailing addresses with agencies.
• Close books for non‑survivors and open survivor ledgers.
• Archive approvals, plan of merger, and evidence of filing.

Common Mistakes to Avoid Form 622 – Certificate of Merger – Combination Merger – Business Organizations Code

Using the wrong legal names.

• Consequence: Rejection or mismatch with other records.
• Don’t forget to copy names exactly from formation documents.

Choosing a name that is not available.

• Consequence: Filing rejection and closing delays.
• Don’t forget to confirm name availability in advance.

Leaving out survivor formation details.

• Consequence: Incomplete filing of the new entity.
• Don’t forget the registered agent and office information.

Picking the wrong effective date.

• Consequence: Contract breaches or accounting errors.
• Don’t forget to align the date with notices and closings.

Missing required approvals.

• Consequence: Voidable merger and potential disputes.
• Don’t forget to collect signed consents for each entity.

Signing in the wrong capacity.

• Consequence: Rejection or challenges to authority.
• Don’t forget to sign as the correct officer or manager.

Ignoring foreign registrations.

• Consequence: Penalties or inability to transact business.
• Don’t forget to register or withdraw in other states as needed.

Skipping updates to secured filings.

• Consequence: Title issues and lien priority risks.
• Don’t forget to amend UCC filings and property records.

What to Do After Filling Out the Form 622 – Certificate of Merger – Combination Merger – Business Organizations Code

1. File the completed form with the Secretary of State. Track the status and respond to any follow‑up promptly. Do not act as if the merger is effective until acceptance or the chosen effective time.
2. When accepted, store the evidence of filing with your approvals. Keep the plan of merger and consents together. Maintain a clear chain of records for audits and diligence.
3. If you formed a new survivor, set up its internal governance. Adopt bylaws or a company agreement. Appoint managers or directors. Approve initial equity and banking resolutions. Issue ownership interests as the plan provides.
4. Notify stakeholders who need to know. Send required notices to lenders, landlords, and key customers. Update vendors with the survivor’s legal name and tax information. Provide a W‑9 or similar form if requested.
5. Address property and lien records. Record deeds or assignments if part of your closing. File UCC amendments to reflect the survivor as debtor. Update titles and registrations for vehicles and equipment.
6. Update public filings beyond the merger certificate. File assumed name certificates for any trade names to be used. If the survivor is foreign to Texas, complete the Texas registration. If the survivor will operate elsewhere, register in those states.
7. Coordinate tax and payroll after the effective date. Update accounts for franchise, sales, and payroll taxes. Confirm wage reporting and unemployment accounts are current. Align accounting cut‑off dates to the effective time.
8. Close out the non‑survivors’ records. Prepare final internal financial statements. Archive their governing documents and minute books. Terminate their foreign registrations in other states as needed.
9. Review insurance and benefits. Update named insureds and certificate holders. Align workers’ compensation and benefits plans with the survivor. Confirm continuity of coverage during the transition.
10. Audit contracts and licenses for compliance. File amendments or assignments if a license does not transfer automatically. Confirm government registrations reflect the survivor. Calendar renewal dates under the new entity name.
11. If you discover an error, correct it quickly. File an amendment or a corrected filing if needed. Notify key third parties of any changes that affect them.
12. Keep a master closing binder. Include the certificate of merger, certified copies, plan of merger, approvals, consents, notices, and proofs of delivery. A clean record will save time in audits and future transactions.