Tex.
Bus. Orgs. Code Section 10.109
Special Provisions Applying to Conversion and Continuance
(a)
This section applies only to a converting entity that elects to continue its existence in accordance with Section 10.1025 (Conversion and Continuance).(b)
When the conversion of a converting entity to which this section applies takes effect:(1)
notwithstanding Section 10.106 (General Effect of Conversion)(1), the converting entity continues to exist both in its current organizational form and jurisdiction of formation and, as the converted entity, in the same organizational form in the new jurisdiction of formation;(2)
the converting entity and the converted entity, for purposes of the laws of this state, constitute a single entity formed, incorporated, created, or otherwise having come into being, as applicable, and existing under the laws of this state and the laws of the applicable non-United States jurisdiction, so long as the entity continues to exist as a domestic entity under the laws of this state following the conversion;(3)
if the converting entity is a domestic entity, this code and the other laws of this state apply to the converted entity to the same extent as the laws applied to the entity before the conversion;(4)
if the converting entity is a non-United States entity, the laws of the applicable non-United States jurisdiction apply to the converted entity to the same extent as the laws applied to the entity before the conversion;(5)
notwithstanding Section 10.106 (General Effect of Conversion)(2), all rights, title, and interests in all property owned by the converting entity continue to be owned by the converted entity, subject to any existing liens or other encumbrances on the property, in both the organizational form of the converting entity and the organizational form of the converted entity without:(A)
reversion or impairment;(B)
further act or deed; or(C)
the occurrence of a transfer or assignment; and(6)
notwithstanding Section 10.106 (General Effect of Conversion)(3), all liabilities and obligations of the converting entity remain the liabilities and obligations of the converted entity in both the organizational form of the converting entity and the organizational form of the converted entity without impairment or diminution because of the conversion.
Source:
Section 10.109 — Special Provisions Applying to Conversion and Continuance, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.10.htm#10.109 (accessed May 26, 2025).
