The Texas Certificate of Conversion of a Corporation Converting to a Limited Liability Company (LLC) is a form that is filed with the Texas Secretary of State upon conversion of a business from a corporation to an LLC. This filing is required under Texas law and serves to provide public notice of the change in the business’s legal structure. The Certificate of Conversion must include the name of the corporation; the name of the LLC; the date of the conversion; the purpose of the conversion; the name and address of the registered agent; and the name, address, and signature of the person filing the conversion. There are two types of Texas Certificate of Conversion of a Corporation Converting to a Limited Liability Company: Domestic and Foreign. The Domestic Certificate of Conversion is used when the converting corporation is registered in Texas, while the Foreign Certificate of Conversion is used when the converting corporation is registered in another state.
Texas Certificate of Conversion Of A Corporation Converting To A Limited Liability Company
Description Limited Liability Company
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FAQ
As such, California does not permit corporations to convert into any type of entity located in another state. See California Corp. Code § 1150 ? 1160. Instead, to escape California using the conversion process, a corporation must first convert to another California entity type: LLC, LP, etc.
In California, you can use a relatively new, simplified procedure that allows you to convert your business from a corporation to an LLC largely by filing a single document with the Secretary of State.
A corporation may convert into a limited liability company by adopting a plan of conversion in ance with section 10.101 of the Texas Business Organizations Code (BOC) and filing a certificate of conversion with the secretary of state in ance with sections 10.154 and 10.155 of the BOC.
Texas permits LLC domestication, but not all states do. To convert to a Texas LLC, the LLC's current state must have a legal procedure for an LLC to change its state of organization. The state's law may call the process conversion or domestication.
Texas allows conversions from out-of-state (foreign) and domestic entities. This procedure, technically known as ?statutory conversion,? will automatically convert your current business and the business's assets and liability to the new entity.
The document must be signed and acknowledged by all general partners. (California Corporations Code section 15911.06(b).) Note: Signing a document on behalf of a converting LP constitutes an affirmation under penalty of perjury that the facts stated in the document are true.
The following thirteen states use plan of conversion to refer to the document that must be adopted by the LLC owners: California, Colorado, Delaware, Florida, Georgia, Louisiana, Maine, Michigan, Nevada, North Carolina, Oregon, Texas, and Washington.
To convert your Texas corporation to a Texas LLC, you need to: prepare a plan of conversion. get both the corporation's board of directors and the corporation's stockholders to approve the plan of conversion. file a certificate of conversion including a certificate of account status with the Secretary of State.