Texas Business Organizations Code
Sec. § 10.1025
Conversion and Continuance


(a)

A converting entity may elect to continue its existence in its current organizational form and jurisdiction of formation in connection with the entitys:

(1)

conversion under Section 10.101 as a domestic entity of one organizational form into a non-United States entity of the same organizational form; or

(2)

conversion under Section 10.102 as a non-United States entity of one organizational form into a domestic entity of the same organizational form.

(b)

The election permitted by Subsection (a) for the converting entity to continue its existence in its current organizational form and jurisdiction of formation must be:

(1)

adopted and approved as part of the plan of conversion for the converting entity as required by Section 10.101(b) or 10.102(b), as applicable; and

(2)

permitted by, or not prohibited by and inconsistent with, the laws of the applicable non-United States jurisdiction.

(c)

Section 10.156(2) does not apply in connection with the filing of the certificate of conversion if the converting entity is a domestic filing entity that elects to continue its existence in accordance with this section.

(d)

Chapter 9 does not apply to a non-United States entity that also exists as a domestic filing entity because of a conversion and election to continue its existence in accordance with this section.
Added by Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 15, eff. September 1, 2009.
Sec. 10.103. PLAN OF CONVERSION: REQUIRED PROVISIONS. (a) A plan of conversion must be in writing and must include:

(1)

the name of the converting entity;

(2)

the name of the converted entity;

(3)

a statement that the converting entity is continuing its existence in the organizational form of the converted entity;

(4)

a statement of the type of entity that the converted entity is to be and the converted entitys jurisdiction of formation;

(5)

if Sections 10.1025 and 10.109 do not apply, the manner and basis, including use of a formula, of converting the ownership or membership interests of the converting entity into ownership or membership interests of the converted entity;

(6)

any certificate of formation required to be filed under this code if the converted entity is a filing entity;

(7)

the certificate of formation or similar organizational document of the converted entity if the converted entity is not a filing entity; and

(8)

if Sections 10.1025 and 10.109 apply, a statement that the converting entity is electing to continue its existence in its current organizational form and jurisdiction of formation after the conversion takes effect.

(b)

An item required by Subsection (a)(6) or (7) may be included in the plan of conversion by an attachment or exhibit to the plan.

(c)

Any of the terms of the plan of conversion may be made dependent on facts ascertainable outside of the plan if the manner in which those facts will operate on the terms of the conversion is clearly and expressly stated in the plan. In this subsection, "facts" includes the occurrence of any event, including a determination or action by any person.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 16, eff. September 1, 2009.
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 13, eff. September 1, 2011.
Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 12, eff. September 1, 2015.
Sec. 10.104. PLAN OF CONVERSION: PERMISSIVE PROVISIONS. A plan of conversion may include other provisions relating to the conversion that are not inconsistent with law.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
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Last accessed
Oct. 17, 2019