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
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 101.603. 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 101.623. 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