Texas Certificate of Conversion Standards

Scope

These standards cover a certificate of conversion for an out-of-state entity becoming a Texas filing entity, the transaction addressed by Texas Form 647. The converting entity is the business before conversion; the converted entity is the business after conversion.

The requirements below address the certificate and its filing attachments. Eligibility, approvals, and filings in the original state also depend on that state's law and the entity's governing documents. Those process requirements belong to the Domestication Workflow Standards, which are being prepared.

Source: Texas Form 647 instructions. Last reviewed October 2, 2026.

Requirements

Entity Identification

The certificate identifies the entity before and after conversion by legal name, organizational form, and jurisdiction of formation. For an inbound conversion, the converted entity's jurisdiction is Texas. Form 647 provides separate fields for both entities.

The converted entity's name must satisfy Texas naming requirements. The Form 647 instructions explain name availability and the required organizational identifier.

Plan of Conversion

The certificate must include either the plan of conversion or the alternative certifications permitted by law. If the plan is not attached, the certificate must certify:

Each entity's name, organizational form, and jurisdiction of formation
That the plan is held at the converting entity's principal place of business, with its address
That the plan will be held at the converted entity's principal place of business after conversion, with its address
That either entity's owners or members may request a free copy in writing, supplied by the converting entity before conversion or the converted entity afterward

A plan is required even when the certificate uses these certifications instead of attaching the plan.

Authority: Texas Business Organizations Code §10.154(b)(1).

Approval Certification

The certificate must state that the plan was approved under the converting entity's governing law and governing documents. The statement is required whether the plan is attached or the certificate uses the alternative certifications.

Authority: Texas Business Organizations Code §10.154(b)(2).

Effective Date Provisions

Form 647 provides three alternatives for when the certificate takes effect:

On filing: When the Secretary of State accepts and files the certificate.
On a specified date: A delayed date no more than 90 days after signing.
On a future event or fact: Identify the event or fact, explain how it causes effectiveness, and state the 90th day after signing.

For conditional effectiveness, the event must occur within the permitted period. The entity must also file a statement confirming the event within 90 days after filing the certificate. Without that statement, the instrument does not become effective. Tracking that follow-up belongs to the workflow.

Sources: Form 647, Effectiveness of Filing and Texas conversion FAQs, effectiveness.

Franchise Tax Certification

The filing must address any required franchise taxes. The Secretary of State describes two alternatives: a Comptroller certificate of account status for conversion when the converted entity is taxable, or a statement that the converted entity accepts liability for the required franchise taxes.

Source: Texas conversion FAQs, tax clearance.

Authorized Signature

An authorized person must sign the certificate on behalf of the converting entity. Form 647 calls for the converting entity's name, the signer's signature, title, printed name, and signing date. The signer certifies the accuracy of the statements and authority to sign under the law governing the converting entity.

Source: Form 647, Execution.

Certificate of Formation Attachment

An inbound conversion to a Texas filing entity requires a certificate of formation submitted with the certificate of conversion. The formation document must include the additional conversion statements, including that the entity is formed under a plan of conversion and identifying information about the converting entity.

Source: Texas conversion FAQs, formation attachments and inbound conversions.

The Texas Certificate of Formation Standards are the separate home for that document's requirements and are being prepared. The workflow coordinates the two filings and their effective dates.

Recommended Identifying Information

The Secretary of State recommends including the converting entity's formation date and file number, if any, to help process the certificate. The instructions separately direct an entity already registered in Texas to include its Texas registration file number.

Source: Form 647 instructions, Converting Entity Information and Automatic Withdrawal.

All requirements on this page were reviewed against the linked sources on October 2, 2026.