Tex. Bus. Orgs. Code § 10.154 · Subchapter D. CERTIFICATE OF MERGER, EXCHANGE, OR CONVERSION
CERTIFICATE OF CONVERSION.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) A certificate of conversion must be filed for the conversion to become effective if:
(1) any domestic entity that is a party to the conversion is a filing entity; or
(2) any domestic entity to be created under the plan of conversion is a filing entity.
(b) If a certificate of conversion is required to be filed in connection with a conversion, the certificate must be signed on behalf of the converting entity and must include:
(1) the plan of conversion or a statement certifying the following:
(A) the name, organizational form, and jurisdiction of formation of the converting entity;
(B) the name, organizational form, and jurisdiction of formation of the converted entity;
(C) that a plan of conversion is on file at the principal place of business of the converting entity, and the address of the principal place of business;
(D) that a plan of conversion will be on file after the conversion at the principal place of business of the converted entity, and the address of the principal place of business; and
(E) that a copy of the plan of conversion will be on written request furnished without cost by the converting entity before the conversion or by the converted entity after the conversion to any owner or member of the converting entity or the converted entity; and
(2) a statement that the plan of conversion has been approved as required by the laws of the jurisdiction of formation and the governing documents of the converting entity.
(c) In addition to complying with the requirements of Subsections (a) and (b), if Sections 10.1025 and 10.109 apply to the conversion, the certificate of conversion required by this section must:
(1) be titled "Certificate of Conversion and Continuance"; and
(2) include a statement certifying that the converting entity is electing to continue its existence in its current organizational form and jurisdiction of formation.
Notes and commentary — not statutory text
History
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 54, eff. September 1, 2007.
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 18, eff. September 1, 2009.
Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 14, eff. September 1, 2015.
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 11, eff. September 1, 2023.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.10.htm
- Text hash
- sha256 ccc32c5d0410776999074dd3a9ded204cee1229656dc5e57ad4ac6422a2fa17f
- Composed by
- compose_tx.py 2026-10-05: the Legislative Council's chapter files read in document order; verify_tx.py's independent reading (lxml DOM walk) agrees character for character
This section cites
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Procedural information only. Not legal advice and not a substitute for the advice of an attorney. Confirm the current text with the official publisher before relying on it.