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Current as of January 01, 2024 | Updated by Findlaw Staff
(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.
(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.
Cite this article: FindLaw.com - Texas Business Organizations Code - BUS ORG § 10.103. Plan of Conversion: Required Provisions - last updated January 01, 2024 | https://codes.findlaw.com/tx/business-organizations-code/bus-org-sect-10-103/
FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature before relying on it for your legal needs.
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