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 (Conversion of Domestic Entities) 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 (Conversion of Non-code Organizations) 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 (Conversion of Domestic Entities)(b) or 10.102 (Conversion of Non-code Organizations)(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 (Acceptance of Certificate for Filing)(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 (Foreign Entities) 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.
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Last accessed
Jan. 28, 2020