Form 630 - Instructions for a Certificate of Conversion

Form 630 (PDF)

The corresponding form is designed to meet minimal statutory filing requirements pursuant to the relevant code provisions. This form and the information provided are not substitutes for the advice and services of an attorney and tax specialist.

Commentary

The definition of “conversion” in section 1.002 of the Texas Business Organizations Code (BOC) includes the following:

The continuance of a domestic (Texas) entity of one type as a Texas entity of another type;
The continuance of a Texas entity as a non-code organization (foreign or non-Texas entity) of any type; or
The continuance of a non-code organization as a Texas entity of any type.

As further defined in section 1.002 of the BOC, “converting entity” means the entity that existed before the conversion and “converted entity” means the entity resulting from a conversion.

Generally, the BOC requires the converting entity to first adopt a plan of conversion in accordance with the applicable provisions in Subchapter C of Chapter 10.

In addition, for the conversion to become effective, a certificate of conversion that complies with sections 10.154-10.156 must be filed with the Texas Secretary of State if any of the following Texas filing entity types is either the converting entity or converted entity:

For-Profit Corporation	Limited Liability Company (LLC)
Nonprofit Corporation	Professional LLC
Professional Corporation	Limited Partnership
Professional Association	Cooperative Association

Important: Not all jurisdictions permit conversions. For a cross-jurisdiction conversion to be effective, the law of both jurisdictions must permit the transaction and be followed. This document provides general information about the requirements under Texas law, specifically the BOC. The converting entity’s governing documents and the law of any other applicable jurisdiction must also be consulted. Depending on the nature of the conversion, additional filings may be required in another jurisdiction.

Purpose of Form: This form may be used when either or both the converting entity and the converted entity is a domestic filing entity formed with the Texas Secretary of State under the BOC, namely, the entity types listed above.

Automatic Withdrawal of Converting Foreign Entity Registration: The registration of a foreign (non-Texas) entity to transact business in this state under Chapter 9 of the BOC is automatically withdrawn on its conversion to any of the Texas entity types listed above, as provided by section 9.012.

Non-Automatic Withdrawal of Converting Partnership Registration as a Limited Liability Partnership (LLP): The registration of a partnership—domestic or foreign, general or limited—as an LLP is not automatically withdrawn on its conversion to any of the Texas entity types listed above. Instead, a separate filing is required as follows:

A converting Texas partnership must file a Notice of Withdrawal to terminate its status as an LLP. BOC § 152.802(f). Please see Form 704 for more information
A converting non-Texas partnership must file a Certificate of Withdrawal to terminate its registration as an LLP. BOC §§ 152.906, 152.907. Please see Form 609 for more information.

Registration of Converted Foreign Entity: A converted foreign entity subject to the registration provisions in Chapter 9 of the BOC must separately file an Application for Registration in order to transact business in Texas. Please note that a converted non-Texas limited partnership that is also an LLP must follow the additional registration requirements in Subchapter K of Chapter 152, meaning that an Application for Registration as a limited partnership and an Application for Registration as an LLP are required.

Registration of Converted Texas Partnership as an LLP: A converted Texas partnership—general or limited—becomes an LLP by complying with Subchapter J of Chapter 152 of the BOC, which includes filing an Application for Registration in accordance with section 152.802.

Instructions for Form

Converting Entity Information: The certificate of conversion is filed by the converting entity—the entity existing before the conversion—and should set forth its legal name as well as jurisdiction of formation. In addition, providing the date of formation and file number, if any, assigned by the Texas Secretary of State facilitates processing the document.

Converted Entity Information: The entity following the conversion is the converted entity. The certificate of conversion must set forth the converted entity’s legal name, jurisdiction of formation, and organizational form. Identify the organizational form of the converted entity by either checking the box of one of the entity types listed or providing a response in the “Other” field.

Converted Entity Name

Plan of Conversion or Alternative Statements in Lieu of Plan: Unless the converting entity opts to complete the Alternative Statements area of this form, a plan of conversion conforming to the requirements of section 10.103 of the BOC must be attached to the certificate of conversion.
In lieu of attaching the completed plan of conversion, the converting entity must certify the alternative statements by completing the relevant area of this form.

Certificate of Formation for the Converted Texas Entity: When the converted entity is a Texas filing entity, the certificate of formation for that entity must be filed with the certificate of conversion. If filed by the Texas Secretary of State, the certificate of conversion, any plan of conversion, and the certificate of formation will appear as a single entry in the filing history of each entity on record.

Should the completed plan of conversion be attached to the certificate of conversion, the certificate of formation may be included as an attachment or exhibit to the plan. Otherwise, if the converting entity opts to include the certifying statements in lieu of providing the completed plan of conversion, the certificate of formation must be attached to the certificate of conversion.

The certificate of formation of a Texas filing entity formed under a plan of conversion must include a statement to that effect as well as provide the name, address, date of formation, prior form of organization, and jurisdiction of formation of the converting entity. BOC § 3.005(a)(8).
If the certificate of formation for a converted Texas filing entity fails to comply with the applicable requirements under Subchapter A of Chapter 3 of the BOC, the certificate of conversion cannot be filed.

Approval of the Plan of Conversion: The certificate of conversion must include a statement that the plan of conversion has been approved as required by (1) the laws of the jurisdiction of formation and (2) the governing documents of the converting entity.
- If the converting entity is a Texas general partnership or limited partnership, its partnership agreement must contain provisions that authorize the conversion provided for in the plan of conversion and it must approve the plan of conversion in the manner provided in the partnership agreement. BOC § 10.107(b), (c).
- A Texas nonprofit corporation or unincorporated nonprofit association may not convert into a for-profit entity. BOC § 10.108.
Effectiveness of Filing: A certificate of conversion becomes effective when accepted and filed by the Texas Secretary of State (Option A) under the general rule in section 4.051 of the BOC. However, pursuant to sections 4.052 and 4.053 of the BOC, the effectiveness of the instrument may be delayed to either a specified date or a specified date and time (Option B) or on the occurrence of a future event or fact (Option C).

If Option B or Option C is selected, the effective date may not be later than ninety (90) days after the date the instrument is signed and any specified time cannot be stated as 12:00 a.m., midnight, 12:00 p.m., or noon.

In addition, if Option C is selected, you must clearly and expressly state the event or fact that will cause the instrument to take effect and the date of the ninetieth (90th) day after the date the instrument is signed. Furthermore, for the instrument to take effect under Option C, sections 4.054 and 4.055 of the BOC require the converting entity to file with the Texas Secretary of State a statement regarding the event or fact. Please see Form 805 for more information related to that required statement.

On filing a document with a delayed effectiveness provision, the Texas Secretary of State updates its records and takes necessary action to reflect the changes resulting from the instrument as of the date of filing. This means that, at the time of filing, the filing history of each entity on record that is a party to the conversion will be updated to include the filed instrument with pertinent details—date of filing and either future effective date and any applicable time (i.e., Option B) or a notation that effectiveness is conditioned on the occurrence of a future event or fact (i.e., Option C)—and its entity status changed accordingly (e.g., a converting Texas filing entity will go from an active status (“In existence”) to an inactive status (“Converted”), while a converted Texas filing entity will appear with that same active status).

Tax Certification: The Texas Secretary of State may not accept a certificate of conversion for filing if the required franchise taxes have not been paid or the certificate does not provide that the converted entity is liable for the payment of the required franchise taxes. BOC § 10.156.
- Unless the converting entity opts to provide the alternative statement regarding payment of required franchise taxes, the certificate of conversion must be accompanied by a certificate of account status from the Texas Comptroller of Public Accounts indicating that the converting entity’s franchise tax account is in good standing having no franchise tax payment or reports due. The certificate of account status must be valid through the effective date of filing the certificate of conversion with the Texas Secretary of State. Please note that the Texas Comptroller issues different types of certificates. A printout of the converting entity’s franchise tax account status obtained from the Texas Comptroller’s website is not sufficient. Visit the Texas Comptroller online at comptroller.texas.gov/about/contact for contact information.
- In lieu of attaching a certificate of account status, the converting entity must provide in the certificate of conversion that the converted entity is liable for the payment of the required franchise taxes.
Execution: Pursuant to sections 4.001 and 10.154 of the BOC, the certificate of conversion must be signed by a person authorized by the BOC to act on behalf of the converting entity in regard to the filing instrument. Generally, a governing person or managerial official of an entity signs a filing instrument.

If the person signing the certificate of conversion is a separate legal entity, such as a for-profit corporation or LLC, an individual who is an authorized governing person or managerial official of that entity would sign this filing instrument. In that instance, consider structuring the signature block to clearly indicate the capacity in which the individual is signing.

The certificate of conversion need not be notarized. However, before signing, read the statements on this form carefully. The designation or appointment of a person as registered agent by a managerial official is an affirmation by that official that the person named as registered agent has consented to serve in that role.BOC § 5.2011.

A person commits an offense under section 4.008 of the BOC if the person signs or directs the filing of a filing instrument that the person knows is materially false with intent that the instrument be delivered to the Texas Secretary of State for filing. The offense is a Class A misdemeanor unless the person’s intent is to harm or defraud another, in which case the offense is a state jail felony.

Payment and Delivery Instructions

The filing fee for a certificate of conversion is $300 ($50 for nonprofit corporations, cooperative associations, and unincorporated nonprofits associations) plus the filing fee for the certificate of formation for a converted Texas filing entity (typically $300; $25 for nonprofit corporations and cooperative associations; $750 for professional associations and limited partnerships).

Payment of all required filing fees to the Texas Secretary of State is a condition to filing, which means that a submission is subject to rejection if all filing fees are not included.

Available payment options correspond to the selected submission method—online through SOSPortal or by mail or in-person delivery.

Online Filing

For faster processing submit your filing through SOSPortal. You will be prompted to enter all required information through the online filing screens.
Payments may be made by ACH or credit card (credit card payments include a convenience fee of $0.25 plus 2.25% of total fees).
Evidence of filing will be emailed to the submitter.

Mail or In Person Filing

Payments may be made by check or money order.
Mail filings to: P.O. Box 13697, Austin, TX 78711-3697
Deliver filings to: 400 W. 15th St., Austin, TX 78701
Evidence of filing will be mailed to the submitter.

When submitting your filing, do not include:

These instructions pages
Duplicate copies of the document
Personal identifying information (PII)

Including any of these may result in rejection. For questions about SOSPortal, please contact the Secretary of State's office by email.

Revised 09/26