Texas Business Organizations Code 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 and 10.109 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 and 10.109 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.
Terms Used In Texas Business Organizations Code 10.103
- Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
- Certificate of formation: means :
(A) the document required to be filed with the filing officer under Chapter 3 to form a filing entity; and
(B) if appropriate, a restated certificate of formation and all amendments of an original or restated certificate of formation. See Texas Business Organizations Code 1.002 - Conversion: means :
(A) the continuance of a domestic entity as a non-code organization of any type;
(B) the continuance of a non-code organization as a domestic entity of any type;
(C) the continuance of a domestic entity of one type as a domestic entity of another type;
(D) the continuance of a domestic entity of one type as a foreign entity of the same type that may be treated as a domestication, continuance, or transfer transaction under the laws of the jurisdiction of formation of the foreign entity; or
(E) the continuance of a foreign entity of one type as a domestic entity of the same type that may be treated as a domestication, continuance, or transfer transaction under the laws of the jurisdiction of formation of the foreign entity. See Texas Business Organizations Code 1.002 - Converted entity: means an organization resulting from a conversion. See Texas Business Organizations Code 1.002
- Converting entity: means an organization as the organization existed before the organization's conversion. See Texas Business Organizations Code 1.002
- Dependent: A person dependent for support upon another.
- Entity: means a domestic entity or foreign entity. See Texas Business Organizations Code 1.002
- Filing entity: means a domestic entity that is a corporation, limited partnership, limited liability company, professional association, cooperative, or real estate investment trust. See Texas Business Organizations Code 1.002
- in writing: includes any representation of words, letters, or figures, whether by writing, printing, or other means. See Texas Government Code 312.011
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Jurisdiction of formation: means :
(A) in the case of a domestic filing entity, this state;
(B) in the case of a foreign entity for which a certificate of formation or similar organizational instrument is filed in connection with its formation, the jurisdiction in which the entity's certificate of formation or similar organizational instrument is filed; or
(C) in the case of a domestic nonfiling entity or a foreign entity for which a certificate of formation or similar organizational instrument is not filed in connection with its formation:
(i) the jurisdiction the laws of which are chosen in the entity's governing documents to govern its internal affairs if that jurisdiction bears a reasonable relation to the owners or members or to the entity's business and affairs under the principles of this state that otherwise would apply to a contract among the owners or members; or
(ii) if Subparagraph (i) does not apply, the jurisdiction in which the entity has its chief executive office. See Texas Business Organizations Code 1.002 - Person: means an individual or a corporation, partnership, limited liability company, business trust, trust, association, or other organization, estate, government or governmental subdivision or agency, or other legal entity, or a protected series or registered series of a domestic limited liability company or foreign entity. See Texas Business Organizations Code 1.002
- Plan of conversion: means a document that conforms with the requirements of § 10. See Texas Business Organizations Code 1.002
(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.