See Tex. Bus. Orgs. Code §§ 10.101–.109 addressing conversions. Specifically, see section 10.103 for the required provisions of a plan of conversion. Also, sections 10.1025 and 10.109 address conversion and continuance. For more information about filing a corresponding certificate of conversion, see Tex. Bus. Orgs. Code §§ 10.154–.156 and SOS Form 631 (form 20-1 in this manual). For special provisions applying to partnership conversions, see Tex. Bus. Orgs. Code § 10.107.
Plan of Conversion
[Corporation to General Partnership]
This Plan of Conversion (the “Plan”) is adopted and approved by the board of directors and shareholders of [name of corporation], a Texas corporation, pursuant to chapter 10, subchapter C, of the Texas Business Organizations Code (the “BOC”).
1.The name of the converting entity is [name of converting entity].
2.The name of the converted entity is [name of converted entity].
3.The converting entity is continuing its existence in the organizational form of the converted entity.
4.The converted entity will be a general partnership formed under the laws of the state of Texas.
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See Tex. Bus. Orgs. Code §§ 10.1025, 10.109 regarding conversion and continuance. |
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Include the following if applicable. |
5.The manner and basis of converting the shares of capital stock of the converting entity into partnership interests in the converted entity are as follows:
a.On the effectiveness of the conversion under this Plan, each outstanding share of common stock will be converted into a partnership interest in the converted entity having a [percent] percent [sharing ratio/ownership interest/interest in the capital] as a general partner of the converted entity.
b.On the effectiveness of the conversion under this Plan, (1) the shareholders of the converting entity will deliver the stock certificates representing all shares of common stock that were outstanding immediately before the conversion to the converted entity, and (2) the stock certificates will no longer represent any outstanding shares of common stock or any ownership of the converted entity. The ownership of the converted entity will be evidenced only by the converted entity’s [include if applicable: general] partnership agreement and its records.
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The Texas Business Organizations Code requires the inclusion of the “certificate of formation or similar organizational document” of a nonfiling entity such as a general partnership. See Tex. Bus. Orgs. Code § 10.103(a)(7). |
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Continue with the following. |
6.The [include if applicable: general] partnership agreement of the converted entity is attached hereto as Exhibit A.
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See Tex. Bus. Orgs. Code §§ 10.1025, 10.109 regarding conversion and continuance. |
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Include the following if applicable. |
7.The converting entity is electing to continue its existence as a corporation formed under the laws of the state of Texas.
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Continue with the following. |
8.The conversion will be effective as of the filing of a corresponding certificate of conversion with the secretary of state of Texas under section 10.155(a) of the BOC.
9.In accordance with the requirements of the BOC, a copy of this Plan will be maintained in the records of the converting entity and of the converted entity, and a copy of this Plan will be provided without charge, on written request, to any shareholder of the converting entity before the conversion is effective or to any general partner of the converted entity after the conversion is effective.
Dated: [date].
CONVERTING ENTITY:
[Name of officer], [title]
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Attach Exhibit A. |