Texas Plan of Conversion Standards

Scope and Applicable Uses

Texas law calls the statutory-route plan a plan of conversion. These standards address a plan for a conversion into or out of Texas involving an LLC or for-profit corporation. They do not determine what the other state permits or requires. Texas Business Organizations Code §§ 10.101–10.103.

Last reviewed: October 3, 2026.

Requirements Shared Across Uses

The plan must be in writing and identify the converting and converted entities, state that the entity continues in the converted form, and identify the converted entity’s type and formation jurisdiction. It must address the treatment of ownership or membership interests and include the required formation or organizational document. Texas Business Organizations Code § 10.103(a).

A required formation or organizational document may be attached to the plan as an exhibit. This does not eliminate a separate filing that Texas requires when a new Texas filing entity is created. Texas Business Organizations Code §§ 10.103(b), 10.155(a).

Inbound: Moving Into Texas

A non-Texas entity converting into a Texas entity must adopt a plan and take the action required by its formation-state law and governing documents. That law must permit the conversion. Texas Business Organizations Code § 10.102.

If the plan creates a new Texas LLC or corporation, the Texas certificate of formation is a distinct filing submitted with the Texas certificate of conversion. Texas Business Organizations Code §§ 10.155(a), 3.006(a); Texas Certificate of Formation Standards.

Outbound: Moving Out of Texas

A Texas entity must adopt and approve the plan under the applicable Texas rule. The conversion cannot take effect if it conflicts with the destination jurisdiction’s law, and formation in that jurisdiction must comply with its law. Texas Business Organizations Code § 10.101(a), (b), (d).

The approval procedure differs for an LLC and a corporation, and governing documents or statutory exceptions may change the required approvals. The Texas Domestication Flow Standards address that process. Texas Business Organizations Code § 10.101(b).

Related Pages

Read Texas Certificate of Conversion Standards for the filing instrument and Domestication Flow Standards for coordination with the other state.

Browse the Plan of Conversion Standards family for its jurisdiction pages.