(a) Upon filing of a conversion document where the converting entity is a domestic corporation, limited partnership, or limited liability company (i.e., a domestic entity), the computer records of the secretary of state relating to the converting domestic entity will be changed to show the filing of the conversion document, the date of the filing, the future date on which the document will be effective or a code indicating that the effectiveness is based on a future condition, and the name of the converted entity. In addition, at the time of such filing:
- (1) the status of the converting domestic entity will be changed from active to inactive; and
- (2) the status of the converted domestic entity to which the converting entity has converted shall appear in the active records of the secretary of state indexed under a charter number and type code applicable to the type of entity to which it converted.
- (b) Upon filing of a conversion document where the converting entity is a foreign corporation, limited partnership, or limited liability company with an active certificate of authority (i.e., a qualified entity) which is to be converted to a domestic entity, the computer records of the secretary of state relating to the converting qualified entity will be changed to show the filing of the conversion document, the date of the filing, and the future date on which the document will be effective or a code indicating that the effectiveness is based on a future condition, if applicable. In addition, at the time of such filing the status of the converted domestic entity to which the converting qualified entity has converted shall appear in the active records of the secretary of state indexed under a charter number and type code applicable to the type of entity to which it converted. The filing of a conversion document converting a foreign qualified entity to a domestic entity does not terminate the certificate of authority of the foreign qualified entity. The foreign qualified entity may apply to withdraw its certificate of authority prior to the filing of the conversion or file a statement of termination pursuant to Article 8.14, Business Corporation Act, Article 7.09, Limited Liability Company Act, or §9.06, Revised Limited Partnership Act, as applicable.
- (c) A foreign corporation, limited partnership, or limited liability company with an active certificate of authority (i.e., a qualified entity) that is authorized under the laws of its jurisdiction of organization to convert and that converts effecting a change to its jurisdiction of organization without a change to its organizational form, shall file an application to amend its certificate of authority or certificate of registration to reflect the date of the conversion of the qualified entity and the jurisdiction of formation of the converted entity. A certificate from the secretary of state or other proper filing officer of the new jurisdiction of organization that evidences the conversion of the entity's jurisdiction of organization must accompany the application for amended certificate of authority.
- (d) A foreign corporation, limited partnership, or limited liability company with an active certificate of authority (i.e., a qualified entity) that is authorized under the laws of its jurisdiction of organization to convert and that converts effecting a change to its organizational form shall file a termination of its certificate of authority pursuant to Article 8.14, Business Corporation Act, Article 7.09, Limited Liability Company Act, or §9.06, Revised Limited Partnership Act, as applicable. If the converted entity is to transact business in this state, the converted entity must obtain a certificate of authority under the laws applicable to the type of foreign entity to which the entity converted.
Source Note:The provisions of this §79.81 adopted to be effective February 18, 1998, 23 TexReg 1530.