Travis Texas Agreement and Plan of Conversion is a legal document that outlines the process of converting a corporation from one type of entity to another under the laws of the state of Texas. This agreement is crucial when a company wishes to change its legal structure or form, such as converting from a limited liability company (LLC) to a corporation or vice versa. The Travis Texas Agreement and Plan of Conversion serves as a blueprint for the conversion process and ensures compliance with the specific requirements and regulations of the state of Texas. It typically includes various essential details and provisions that need to be addressed during the conversion. These may include: 1. Conversion Parties: The agreement identifies the entities involved in the conversion process, such as the existing entity (LLC or corporation) and the resulting entity (the converted entity). 2. Conversion Terms: It outlines the terms and conditions of the conversion, including the effective date of conversion and the governing law that will regulate the converted entity. 3. Conversion Procedures: This section outlines the step-by-step process of converting from one entity type to another. It may include procedures for amending the entity's Articles of Organization or Articles of Incorporation, obtaining necessary consents, and filing required documents with the appropriate state authorities. 4. Rights and Liabilities: The agreement defines the rights and liabilities of the converting entity, its shareholders, members, directors, and officers, both before and after the conversion. 5. Transfer of Assets and Liabilities: This section specifies the treatment of assets, liabilities, contracts, permits, licenses, and intellectual property rights during and after the conversion. It covers the transfer of ownership and continuity of business operations post-conversion. 6. Shareholder or Member Approval: If required by Texas law, the agreement will detail the procedures for obtaining the required approval of the converting entity's shareholders or members. 7. Dissenting Shareholders or Members: In case any shareholder or member dissents to the conversion, the agreement may address their rights, such as the procedures for appraisal rights and compensation. Different types of Travis Texas Agreement and Plan of Conversion can be categorized based on the specific type of conversion being conducted. For example: 1. LLC to Corporation Conversion: This type of agreement addresses the conversion process when an LLC decides to convert into a corporation, typically for reasons related to raising capital, attracting investors, or expanding business operations. 2. Corporation to LLC Conversion: This agreement covers situations where a corporation seeks to convert into an LLC. Such conversions often occur to enjoy the benefits of reduced tax liability, greater flexibility in management and operations, or to simplify the corporate structure. In conclusion, the Travis Texas Agreement and Plan of Conversion is a legally binding document that regulates the conversion process from one entity type to another under Texas law. Its purpose is to ensure compliance with legal requirements and to provide a framework for a smooth and orderly conversion.
Travis Texas Agreement and Plan of Conversion -
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FAQ
The filing fee for converting a Texas limited liability company to a Texas general partnership is $300.
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.
Conversion is the act or process of changing something into a different state or form.
A Plan of Conversion is a document of terms and conditions for the conversion, dictated by state statute. This document includes organizational information such as rights and responsibilities of each member. A Plan of Conversion is a required filing alongside the other required conversion filings.
A certificate evidencing the conversion of an entity from one type to another or from one jurisdiction to another (for example, conversion of a Delaware limited liability company to a Delaware corporation or the conversion of a New York corporation to a Delaware corporation).
A Plan of Conversion is a document of terms and conditions for the conversion, dictated by state statute. This document includes organizational information such as rights and responsibilities of each member. A Plan of Conversion is a required filing alongside the other required conversion filings.
Corporate Conversion means any merger, consolidation, conversion by filing, assignment of assets, or similar transaction or series of transactions resulting in a corporation substantially all of the assets of which consist of substantially all of the assets that were held directly or indirectly by the Company
A limited liability company may convert into a corporation by adopting a plan of conversion in accordance with section 10.101 of the Texas Business Organizations Code (BOC) and filing a certificate of conversion with the secretary of state in accordance with sections 10.154 and 10.155 of the BOC.
An entity conversion is a filing that is made with the state of incorporation that allows a company to change from one business type to another.
Changing the form of your registered Texas business without dissolving it first is typically called statutory conversion or a Texas plan of conversion. A Texas plan of conversion can be a cheap and simple way to change the form of a business entity.