Texas Business Organizations Code
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 entity’s jurisdiction of formation;

(5)

if Sections 10.1025 (Conversion and Continuance) and 10.109 (Special Provisions Applying to Conversion and Continuance) 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 (Conversion and Continuance) and 10.109 (Special Provisions Applying to Conversion and Continuance) 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.
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Aug. 7, 2020