Entity Conversion in Texas

Conversion of LLC into Corporation

LLC-to-Corporation conversions are permitted under Texas law.

Conversion of Corporation into LLC

Corporation-to-LLC conversions are permitted under Texas law.

Process of Conversion

Prior to filing the necessary conversion documents with Texas Secretary of State, the company needs to hold a meeting of members (LLC) or directors and shareholders (corporation) and officially approve the conversion.

Next, conversion documents are filed with Texas Secretary of State, which reviews them, and if everything complies with the laws and requirement, approves them and returns filed copies. In Texas these documents would be Certificate of Conversion, Certificate of Account Status, Plan of Conversion, and Certificate of Formation.

After conversion was approved by the state, a few additional steps are necessary to be made in order to complete the process, such as adopting bylaws for resulting corporation (operating agreement for LLC), holding initial meetings, issuing stock certificates etc.

Finally, after the process of conversion is completed it is important to properly adjust company’s tax designation by the IRS, which is done by filing appropriate IRS form (Form 8832 or Form 2553, depending on situation). NOTE: It is important to discuss tax implications of conversion with your tax advisor prior to initiating the conversion.