Sec. 10.154. CERTIFICATE OF CONVERSION. (a) After approval of a plan of conversion as provided by this code, a certificate of conversion must be filed for the conversion to become effective if:
(1) any domestic entity that is a party to the conversion is a filing entity; or
(2) any domestic entity to be created under the plan of conversion is a filing entity.
(b) If a certificate of conversion is required to be filed in connection with a conversion, the certificate must be signed on behalf of the converting entity and must include:
(1) the plan of conversion or a statement certifying the following:
(A) the name, organizational form, and jurisdiction of formation of the converting entity;
(B) the name, organizational form, and jurisdiction of formation of the converted entity;
(C) that a plan of conversion is on file at the principal place of business of the converting entity, and the address of the principal place of business;
(D) that a plan of conversion will be on file after the conversion at the principal place of business of the converted entity, and the address of the principal place of business; and
(E) that a copy of the plan of conversion will be on written request furnished without cost by the converting entity before the conversion or by the converted entity after the conversion to any owner or member of the converting entity or the converted entity; and
(2) a statement that the plan of conversion has been approved as required by the laws of the jurisdiction of formation and the governing documents of the converting entity.
(c) In addition to complying with the requirements of Subsections (a) and (b), if Sections 10.1025 and 10.109 apply to the conversion, the certificate of conversion required by this section must:
(1) be titled "Certificate of Conversion and Continuance"; and
(2) include a statement certifying that the converting entity is electing to continue its existence in its current organizational form and jurisdiction of formation.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 54, eff. September 1, 2007.
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 18, eff. September 1, 2009.
Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 14, eff. September 1, 2015.
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