Can a Texas for-profit entity merge with a Texas nonprofit corporation?
Yes; however, certain restrictions apply. Section 10.010 of the BOC requires that the Texas nonprofit corporation continue as the surviving entity to the merger. In addition, section 10.010 of the BOC prohibits a Texas nonprofit corporation from merging with another entity if the Texas nonprofit corporation, because of the merger, will lose or impair its charitable status. The secretary of state cannot advise you on whether a particular merger transaction would impair a Texas nonprofit corporation’s charitable status; please consult with a private attorney.
