81st Texas Legislature, Regular Session, Senate Bill 1442, Chapter 84 Page: 13 of 64
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S.B. No. 1442
1 manner and basis of converting the ownership or membership
2 interests of the converting entity into ownership or membership
3 interests of the converted entity;
4 (6) any certificate of formation required to be filed
5 under this code if the converted entity is a filing entity; [ad])
6 (7) the certificate of formation or similar
7 organizational document of the converted entity if the converted
8 entity is not a filing entity; and
9 (8) if Sections 10.1025 and 10.109 apply, a statement
10 that the converting entity is electing to continue its existence in
11 its current organizational form and jurisdiction of formation after
12 the conversion takes effect.
13 SECTION 17. Subchapter C, Chapter 10, Business
14 Organizations Code, is amended by adding Section 10.109 to read as
16 Sec. 10.109. SPECIAL PROVISIONS APPLYING TO CONVERSION AND
17 CONTINUANCE. (a) This section applies only to a converting entity
18 that elects to continue its existence in accordance with Section
20 i (b) When the conversion of a converting entity to which this
21 section applies takes effect:
22 (1) notwithstanding Section 10.106(1), the converting
23 entity continues to exist both in its current organizational form
24 and jurisdiction of formation and, as the converted entity, in the
25 same organizational form in the new jurisdiction of formation;
26 (2) the converting entity and the converted entity,
27 for purposes of the laws of this state, constitute a single entity
I._, _L. __. .. ~~.....
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Texas. Legislature. Senate. 81st Texas Legislature, Regular Session, Senate Bill 1442, Chapter 84, legislative document, May 20, 2009; [Austin, Texas]. (texashistory.unt.edu/ark:/67531/metapth310916/m1/13/: accessed August 18, 2017), University of North Texas Libraries, The Portal to Texas History, texashistory.unt.edu; crediting UNT Libraries Government Documents Department.