Texas Business Organizations Code - Section 10.101. Conversion Of Domestic Entities
Legal Research Home >
Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Section 10.101. Conversion Of Domestic Entities
§ 10.101. CONVERSION OF DOMESTIC ENTITIES. (a) A
domestic entity may convert into a different type of domestic
entity or a non-code organization by adopting a plan of conversion.
(b) To effect a conversion, the converting entity must act
on and the owners or members of the domestic entity must approve a
plan of conversion in the manner prescribed by this code for the
approval of conversions by the domestic entity or, if not
prescribed by this code, in the same manner as prescribed by this
code for the adoption and approval of a plan of merger by the
domestic entity when the domestic entity does not survive the
merger.
(c) A domestic entity subject to dissenters' rights must
provide the notice required by Section 10.355.
(d) A conversion may not take effect if the conversion is
prohibited by or inconsistent with the laws of the converted
entity's jurisdiction of formation, and the formation,
incorporation, or organization of the converted entity under the
plan of conversion must be effected in compliance with those laws
pursuant to the plan of conversion.
(e) At the time a conversion takes effect, each owner of the
converting entity, other than those who receive payment of their
ownership or membership interest under any applicable provisions of
this code relating to dissent and appraisal, has, unless otherwise
agreed to by that owner or member, an ownership or membership
interest in, and is the owner or member of, the converted entity.
(f) A domestic entity may not convert under this section if
an owner or member of the domestic entity, as a result of the
conversion, becomes personally liable, without the consent of the
owner or member, for a liability or other obligation of the
converted entity.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Section: 10.010 10.051 10.052 10.053 10.054 10.055 10.056 10.101 10.102 10.103 10.104 10.105 10.106 10.107 10.108
Last modified: August 11, 2007
|
