Information on Converting a Foreign Entity to a Texas Filing Entity
This information is not a substitute for the advice and services of an attorney and tax specialist.
The Texas Business Organizations Code (“BOC”) requires filing with the Texas secretary of state to
convert, or “re-domesticate,” a foreign or out-of-state entity to any of the following Texas entity types:
corporation (for profit, nonprofit, professional)
limited liability company (including professional LLC and series LLC)
limited partnership
professional association
cooperative association
To convert a foreign entity to any of the above Texas entity types, the converting entity must adopt a
plan of conversion that complies with BOC §10.103 and file with the Texas secretary of state (1) a
certificate of conversion that complies with BOC § 10.154, along with (2) a certificate of formation for
the converted Texas entity that complies with BOC chapter 3, including the additional statements for
entities formed by conversion required by § 3.005(a)(7) (not included on secretary of state forms).
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
information about the Texas requirements; the entity’s governing documents and the law of the other
jurisdiction must also be consulted. If the jurisdiction of formation of the converting entity permits the
conversion, additional filings may be required there.
Converted Entity Name: The converted (Texas) entity name must be available under BOC § 5.053. If
the converted entity name is the same as, deceptively similar to, or similar to the name of an existing
domestic or foreign filing entity, or any name registration or reservation filed with the secretary of state,
the conversion cannot be filed. However, the name of the converting entity is not cause for rejection.
Tax Clearance: Evidence that the required franchise taxes have been paid or that the converted (Texas)
entity is liable for the payment of required franchise taxes must be included. This requirement may be
satisfied by either: (1) a certificate of account status from the Texas Comptroller of Public Accounts
indicating that the converting entity is in good standing having no franchise tax reports or payments due
(must be valid through effective date of conversion); or (2) a statement in the certificate of conversion
that the converted entity is liable for payment of the required franchise taxes.
For tax certificates or questions on tax status, contact the Tax Assistance Section of the Texas
Comptroller of Public Accounts at (512) 463-4600, (800) 252-1381 or tax.help@cpa.state.tx.ustax.help@cpa.state.tx.us.
Automatic Withdrawal of Registration: Upon conversion to any of the above Texas entity types by a
foreign entity registered to transact business in Texas, the foreign entity registration is automatically
withdrawn. Include the secretary of state file number for the registration in the certificate of conversion.
Fees: The filing fee for a certificate of conversion is $300 ($50 for nonprofit corporation or cooperative
association) plus the fee for filing the certificate of formation (typically $300; $25 for nonprofit
corporation or cooperative association; $750 for professional association or limited partnership).
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 to the secretary
of state through a U.S. bank or financial institution. Fees paid by credit card are subject to a statutorily
authorized convenience fee of 2.7 percent of the total fees.
Revised 05/11
Form 647
