Texas Statutes
Subchapter M. Series Limited Liability Company
Section 101.631. Filing of Certificate of Conversion

Sec. 101.631. FILING OF CERTIFICATE OF CONVERSION. (a) After adoption of a plan of conversion as provided by Section 101.628, a certificate of conversion must be signed by the converting series and must include a statement certifying the following:
(1) the name of the limited liability company and, if it has been changed, the name under which the company's certificate of formation was originally filed;
(2) the filing number of the limited liability company assigned by the secretary of state;
(3) the name of the converting series and, if it is a registered series and its name has been changed, the name under which its certificate of registered series was originally filed;
(4) if the converting series is a registered series, the filing number of the registered series assigned by the secretary of state;
(5) that a plan of conversion is on file at the principal place of business of the converting series, and the address of the principal place of business;
(6) that a plan of conversion will be on file after the conversion at the principal place of business of the converted series, and the address of the principal place of business;
(7) that a copy of the plan of conversion will be on written request furnished without cost by the converting series before the conversion or by the converted series after the conversion to any owner or member of the converting series or the converted series; and
(8) that the plan of conversion has been adopted as required by the company agreement of the limited liability company and Section 101.628.
(b) The certificate of conversion must be filed with the secretary of state in accordance with Section 101.627.
Added by Acts 2021, 87th Leg., R.S., Ch. 43 (S.B. 1523), Sec. 1, eff. June 1, 2022.

Structure Texas Statutes

Texas Statutes

Business Organizations Code

Title 3 - Limited Liability Companies

Chapter 101 - Limited Liability Companies

Subchapter M. Series Limited Liability Company

Section 101.601. Series of Members, Managers, Membership Interests, or Assets

Section 101.602. Enforceability of Obligations and Expenses of Protected Series or Registered Series Against Assets

Section 101.603. Assets of Protected Series or Registered Series

Section 101.604. Notice of Limitation on Liabilities of Protected Series or Registered Series

Section 101.605. General Powers of Protected Series or Registered Series

Section 101.606. Liability of Member or Manager for Obligations; Duties

Section 101.607. Class or Group of Members or Managers

Section 101.608. Governing Authority

Section 101.609. Applicability of Other Provisions of Chapter or Title 1; Synonymous Terms

Section 101.610. Effect of Certain Event on Manager or Member

Section 101.611. Member Status With Respect to Distribution

Section 101.612. Record Date for Allocations and Distributions

Section 101.613. Distributions

Section 101.614. Authority to Wind Up and Terminate Protected Series or Registered Series

Section 101.615. Termination of Protected Series or Registered Series

Section 101.616. Event Requiring Winding Up

Section 101.617. Procedures for Winding Up and Termination of Protected Series or Registered Series

Section 101.618. Revocation of Voluntary Winding Up

Section 101.619. Cancellation of Event Requiring Winding Up

Section 101.620. Continuation of Business

Section 101.621. Winding Up by Court Order

Section 101.622. Protected Series or Registered Series Not a Separate Domestic Entity or Organization

Section 101.623. Filing of Certificate of Registered Series

Section 101.625. Certificate of Termination for Registered Series

Section 101.626. Name of Registered Series

Section 101.627. Conversion of a Registered Series to a Protected Series

Section 101.628. Authorization of Conversion

Section 101.629. Conversion Not Winding Up Event

Section 101.630. Effect of Conversion

Section 101.631. Filing of Certificate of Conversion

Section 101.632. Prohibition on Conversion Permitted

Section 101.633. Merger Among Merging Series of Same Limited Liability Company

Section 101.634. Certificate of Merger

Section 101.635. Effects of Merger of Merging Series

Section 101.636. Prohibition on Merger Permitted