Fillable Form 645General Information: (Certificate of Conversion of a (Texas Secretary of State)

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Form 645General Information: (Certificate of Conversion of a (Texas Secretary of State)

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Form 645—General Information
(Certificate of Conversion of a Professional Association
Converting to a Professional Limited Liability Company)
The attached 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
Important: If either the professional association or the professional limited liability company is a
foreign or out-of-state entity, the conversion must be permitted by the laws of the foreign or out-of-
state jurisdiction. BOC §§ 10.101(d), 10.102(c). It is up to the submitter to determine whether a
conversion involving a foreign or out-of-state entity is permitted by the laws of the foreign or out-of-
state jurisdiction. Additional filings may be required in the foreign or out-of-state jurisdiction. This
form is not drafted for use in other jurisdictions.
A professional association may convert into a professional limited liability company by adopting a plan
of conversion in accordance with section 10.101 of the Texas Business Organizations Code (BOC) and
filing a certificate of conversion with the secretary of state in accordance with sections 10.154 and
10.155 of the BOC. As defined in section 1.002 of the BOC, conversion means the continuance of a
Texas entity as a foreign entity of any type, the continuance of a foreign entity as a Texas entity of any
type, or the continuance of a Texas entity of one type as a Texas entity of another type. As used in the
BOC and in this form, “converting entity” means the entity that existed before the conversion;
“converted entity” means the entity resulting from a conversion. This form may be used when a
professional association is the converting entity and the converted entity is a professional limited
liability company.
Instructions for Form
Converting Entity Information: The certificate of conversion is filed by the professional
association and must set forth the legal name of the professional association and its jurisdiction of
organization as part of the certificate. It is recommended that the date of formation and file number,
if any, assigned by the secretary of state be provided to facilitate processing of the document
.
Converted Entity Information: As the entity following the conversion, the professional limited
liability company is the converted entity. The certificate of conversion must set forth the legal name
of the professional limited liability company and its jurisdiction of formation.
Converted Entity Name: If the professional limited liability company is a Texas professional
limited liability company, the name of the professional limited liability company will be checked for
availability in accordance with section 5.053 of the BOC. If the professional limited liability
company name is the same as, deceptively similar to, or similar to the name of an existing domestic
or foreign filing entity, or any name reservation or name registration filed with the secretary of state,
the document cannot be filed. However, if the conflicting entity name is the name of the converting
professional association, the professional limited liability company name will be accepted.
Plan of Conversion: Unless the professional association opts to complete the Alternative
Statements section of the form, a plan of conversion conforming to the requirements of section
10.103 of the BOC must be attached to the certificate of conversion.
Form 645
1
Alternative Statements in Lieu of Plan: As an alternative to attaching the complete plan of
conversion, the professional association may opt to certify and complete the alternative statements in
the form.
Certificate of Formation for the Professional Limited Liability Company: The certificate of
formation of the professional limited liability company must be filed with the certificate of
conversion if the company is a Texas entity. If the plan of conversion is attached to the certificate of
conversion, the certificate of formation may be included as part of the plan of conversion or as an
exhibit to the plan. If the professional association opts to set forth the alternative statements in lieu
of providing the complete plan of conversion, the certificate of formation must be attached to the
certificate of conversion.
The certificate of formation for the Texas professional limited liability company must include a
statement that it is formed under a plan of conversion. In addition, the certificate of formation
must provide the name, address, date of formation, prior form of organization and the
jurisdiction of formation of the converting professional association.
If the certificate of formation of a Texas professional limited liability company fails to comply
with the requirements of sections 3.005, 3.010 and 3.014 of the BOC, the certificate of
conversion cannot be filed.
If the professional limited liability company is not a Texas entity, it must register under chapter 9
of the BOC before the transaction of any business in Texas.
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 professional association.
Pursuant to the applicability provisions of section 302.001 of the BOC, section 21.453 sets forth
the requirements for approval of the plan of conversion by a Texas professional association.
A foreign entity that is the professional association must comply with the laws of the jurisdiction
of its formation.
Effectiveness of Filing: A certificate of conversion becomes effective when accepted and filed by
the secretary of state (option A). However, pursuant to sections 4.052 and 4.053 of the BOC the
effectiveness of the instrument may be delayed to a date not more than ninety (90) days from the
date the instrument is signed (option B). The effectiveness of the instrument also may be delayed on
the occurrence of a future event or fact, other than the passage of time (option C). If option C is
selected, you must state the manner in which the event or fact will cause the instrument to take effect
and the date of the 90
th
day after the date the instrument is signed. In order for the certificate to take
effect under option C, the entity must, within ninety (90) days of the filing of the certificate, file a
statement with the secretary of state regarding the event or fact pursuant to section 4.055 of the
BOC.
On the filing of a document with a delayed effective date or condition, the computer records of the
secretary of state will be changed to show the filing of the document, the date of the filing, and the
future date on which the document will be effective or evidence that the effectiveness was
conditioned on the occurrence of a future event or fact. In addition, at the time of such filing, the
status of a converting Texas professional association will be shown as “conversion” and the status of
a converted Texas professional limited liability company will be shown as “in existence” on the
records of the secretary of state.
Form 645
2
Fees may be paid by personal checks, money orders, LegalEase debit cards, or American Express,
Discover, MasterCard, and Visa credit cards. Checks or money orders must be payable through a
U.S. bank or financial institution and made payable to the secretary of state. Fees paid by credit card
are subject to a statutorily authorized convenience fee of 2.7 percent of the total fees.
Tax Certificate: The secretary of state may not accept a certificate of conversion for filing if the
required franchise taxes have not been paid (BOC § 10.156). The certificate of conversion must be
accompanied by a certificate of account status from the Texas Comptroller of Public Accounts
indicating that the professional association is in good standing having no franchise tax reports or
payments due. The certificate of account status must be valid through the effective date of filing of
the conversion. Please note that the Comptroller issues many different types of certificates of
account status. A certificate of account status for purposes of conversion obtained from the
Comptroller’s web site will be accepted.
Requests for certificates or questions on tax status should be directed to the Tax Assistance Section
of the Comptroller of Public Accounts, Austin, Texas 78744-0100; (512) 463-4600 or toll-free (800)
252-1381. You also may contact tax.help@cpa.state.tx.us.
In lieu of a tax certificate, the certificate of conversion may provide that the professional limited
liability company is liable for the payment of the required franchise taxes.
Execution: Pursuant to section 4.001 of the BOC, the certificate of conversion must be signed by a
person authorized by the code to act on behalf of the professional association in regard to the filing
instrument. Generally, a governing person or managerial official of the entity signs a filing
instrument.
A certificate of conversion filed by a Texas professional association must be signed by an officer,
but does not need to be notarized (BOC § 20.001).
However, before signing, please read the statements on this form carefully. A person commits an
offense under section 4.008 of the BOC if the person signs or directs the filing of a filing instrument
the person knows is materially false with the intent that the instrument be delivered to the 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 plus the
fee for filing the certificate of formation when the professional limited liability company is a
Texas professional limited liability company.
The fee for conversion of a Texas or foreign professional association to a Texas professional
limited liability company is $600 ($300 for the certificate of conversion and $300 for the
certificate of formation).
The fee for conversion of a Texas professional association into a foreign professional limited
liability company is $300 for the certificate of conversion. There is no certificate of formation
filed on behalf of the foreign entity. However, if the foreign professional limited liability
company transacts business in Texas, the company must register and pay the applicable fee for
registration under chapter 9.
Form 645
3
Submit the completed form in duplicate along with the filing fee. The form may be mailed to P.O.
Box 13697, Austin, Texas 78711-3697; faxed to (512) 463-5709; or delivered to the James Earl
Rudder Office Building, 1019 Brazos, Austin, Texas 78701. If a document is transmitted by fax,
credit card information must accompany the transmission (Form 807). On filing the document, the
secretary of state will return the appropriate evidence of filing to the submitter together with a file-
stamped copy of the document, if a duplicate copy was provided as instructed.
Revised 05/11
Form 645
4
This space reserved for office use.
Form 645
(Revised 05/11)
Submit in duplicate to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX: 512 463-5709
Filing Fee: See instructions
Certificate of Conversion
of a Professional Association
Converting to a Professional
Limited Liability Company
Converting Entity Information
The name of the converting professional association is:
The jurisdiction of formation of the professional association is:
The date of formation of the professional association is:
The file number, if any, issued to the entity by the secretary of state is:
Converted Entity Information
The professional association named above is converting to a professional limited liability company.
The name of the professional limited liability company is:
The professional limited liability company will be formed under the laws of :
Plan of Conversion
The plan of conversion is attached.
If the plan of conversion is not attached, the following statements must be completed.
Alternative Statements
In lieu of providing the plan of conversion, the professional association certifies that:
1. A signed plan of conversion is on file at the principal place of business of the professional
association, the converting entity. The address of the principal place of business of the professional
association is:
Street or Mailing Address City State Country Zip Code
2. A signed plan of conversion will be on file after the conversion at the principal place of business of
the professional limited liability company, the converted entity. The address of the principal place of
business of the professional limited liability company is:
Street or Mailing Address City State Country Zip Code
3. A copy of the plan of conversion will be furnished on written request without cost by the
converting entity before the conversion or by the converted entity after the conversion to any owner or
member of the converting or converted entity.
Form 645
5
Certificate of Formation for the Professional Limited Liability Company
If the professional limited liability company is a Texas entity, the certificate of formation must be
attached to this certificate either as an attachment or exhibit to the plan of conversion, or as an
attachment or exhibit to this certificate of conversion if the plan has not been attached to the certificate
of conversion.
Approval of the Plan of Conversion
The plan of conversion has been approved as required by the laws of the jurisdiction of formation and
the governing documents of the converting entity.
(Select either A, B, or C.) Effectiveness of Filing
A. This document becomes effective when the document is accepted and filed by the secretary of
state.
B. This document becomes effective at a later date, which is not more than ninety (90) days from
the date of signing. The delayed effective date is:
C. This document takes effect upon the occurrence of the future event or fact, other than the
passage of time. The 90
th
day after the date of signing is:
The following event or fact will cause the document to take effect in the manner described below:
Tax Certificate
Attached hereto is a certificate from the comptroller of public accounts that certifies that the
professional association, the converting entity, is in good standing for purposes of conversion.
In lieu of providing the tax certificate, the professional limited liability company as the
converted entity is liable for the payment of any franchise taxes.
Execution
The undersigned signs this document subject to the penalties imposed by law for the submission of a
materially false or fraudulent instrument. The undersigned certifies that the statements contained
herein are true and correct, and that the person signing is authorized under the provisions of the
Business Organizations Code, or other law applicable to and governing the professional association, to
execute the filing instrument.
Date:
Signature of an authorized person of the professional association
Typed or printed name of signer and title
Form 645
6
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Form 645General Information: (Certificate of Conversion of a (Texas Secretary of State)

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Completed 29 July 2020

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