Posted by: mylow DPER
Date: Tuesday, October 27, 2009 6:54:28 PM
In reply to: $treet Trader who wrote msg# 67750 Post # of 67787 [Send a link via email]
Sures looks like they are about to do a merger.
Just a definition of a conversion under Texas law.
Texas Vernon's Texas Civil Statutes - Article 6132b-9.05. Conversion
Art. 6132b-9.05. CONVERSION. (a) A domestic partnership may
adopt a plan of conversion and convert to a foreign partnership or
any other entity if:
(1) the converting entity acts on and its partners approve a
plan of conversion in the manner prescribed by Section 9.02 as if
the conversion were a merger to which the converting entity were a
party and not the survivor;
(2) the conversion is permitted by, or not inconsistent
with, the laws of the state or country in which the converted entity
is to be incorporated, formed, or organized and the incorporation,
formation, or organization of the converted entity is effected in
compliance with such laws;
(3) at the time the conversion becomes effective, each
partner of the converting entity will, unless otherwise agreed to
by that partner, own an equity interest or other ownership or
security interest in, and be a shareholder, partner, member, owner,
or other security holder of, the converted entity; and
(4) the converted entity shall be incorporated, formed, or
organized as part of or pursuant to the plan of conversion.
(b) Any foreign partnership or other entity may adopt a plan
of conversion and convert to a domestic partnership if:
(1) the conversion is permitted by the laws of the state or
country in which the foreign partnership is incorporated, if a
foreign partnership is converting;
(2) the conversion is either permitted by the laws under
which the other entity is formed or organized or by the constituent
documents of the other entity that are not inconsistent with the
laws of the state or country in which the other entity is formed or
organized, if another entity is converting; and
(3) the converting entity takes all action that may be
required by the laws of the state or country under which it is
incorporated, formed, or organized and by its constituent documents
to effect the conversion.
(c) A plan of conversion shall set forth:
(1) the name of the converting entity and the converted
entity;
(2) a statement that the converting entity is continuing its
existence in the organizational form of the converted entity;
(3) a statement as to the type of entity that the converted
entity is to be and the state or country under the laws of which the
converted entity is to be incorporated, formed, or organized;
(4) the manner and basis of converting the partnership
interests, shares, or other evidences of ownership of the
converting entity into partnership interests, shares, or other
evidences of ownership or securities of the converted entity, or
any combination thereof; and
(5) in an attachment or exhibit, the certificate of limited
partnership, articles of incorporation, or other organizational
documents of the converted entity, if the converted entity is not a
domestic partnership.
(d) A plan of conversion may set forth such other provisions
relating to the conversion not inconsistent with law, including the
initial partnership agreement of the converted entity if the
converted entity is a partnership.
(e) If a plan of conversion has been approved in accordance
with the preceding provisions of this section and has not been
abandoned, unless the converted entity and the converting entities
are both partnerships:
(1) articles of conversion shall be executed by the
converting entity by a partner, officer, or other duly authorized
representative thereof and shall set forth:
(A) the plan of conversion or a statement certifying the
following:
(i) the name, the state of incorporation, formation, or
organization of the converting entity and the organizational form
of the converted entity;
(ii) that a plan of conversion has been approved;
(iii) that an executed plan of conversion is on file at the
principal place of business of the converting entity, stating the
address thereof, and that an executed plan of conversion will be on
file, from and after the conversion, at the principal place of
business of the converted entity, stating the address thereof; and
(iv) that a copy of the plan of conversion will be furnished
by the converting entity (prior to the conversion) or the converted
entity (after the conversion), on written request and without cost,
to any member of the converting entity or the converted entity; and
(B) a statement that the approval of the plan of conversion
was duly authorized by all action required by the laws under which
the converting entity was incorporated, formed, or organized and by
its constituent documents; and
(2) the original and one copy of the articles of conversion
shall be delivered to the secretary of state.
(f) If the secretary of state finds that the articles of
conversion conform to law, has received all filings required to be
received, and has issued all certificates required to be issued in
connection with the incorporation, formation, or organization of
the converted entity, if any, the secretary of state shall, when all
fees and franchise taxes have been paid as required by law or if the
articles of conversion provide that the converted entity will be
liable for the payment of all such fees and franchise taxes:
(1) endorse on the original and each copy the word "Filed"
and the month, day, and year of the filing;
(2) file the original in his office; and
(3) issue a certificate of conversion, together with a copy
of the articles affixed thereto, to the converted entity or its
representatives.
(g) Except as otherwise provided by Section 9.06, on the
issuance of the certificate of conversion by the secretary of state
(or if a certificate of conversion need not be executed, as provided
in the plan of conversion), the conversion of a converting entity
shall be effective.
(h) When a conversion of a converting entity takes effect:
(1) the converting entity shall continue to exist, without
interruption, but in the organizational form of the converted
entity rather than in its prior organizational form;
(2) all rights, title, and interests to all real estate and
other property owned by the converting entity shall continue to be
owned by the converted entity in its new organizational form
without reversion or impairment, without further act or deed, and
without any transfer or assignment having occurred, but subject to
any existing liens or other encumbrances thereon;
(3) all liabilities and obligations of the converting
entity shall continue to be liabilities and obligations of the
converted entity in its new organizational form without impairment
or diminution by reason of the conversion;
(4) all rights of creditors or other parties with respect to
or against the prior interest holders or other owners of the
converting entity in their capacities as such in existence as of the
effective time of the conversion will continue in existence as to
those liabilities and obligations and may be pursued by such
creditors and obligees as if such conversion shall not have
occurred;
(5) a proceeding pending by or against the converting entity
or by or against any of the converting entity's interest holders or
owners in their capacities as such may be continued by or against
the converted entity in its new organizational form and by or
against the prior interest holders or owners, as the case may be,
without any need for substitution of parties;
(6) the partnership interests, shares, and other evidences
of ownership in the converting entity that are to be converted into
partnership interests, shares, evidences of ownership, or other
securities in the converted entity as provided in the plan of
conversion shall be so converted, and if the converting entity is a
domestic partnership, the former holders of shares in the domestic
partnership shall be entitled only to the rights provided in the
plan of conversion;
(7) if, after the effectiveness of the conversion, a
shareholder, partner, member, or other owner of the converted
entity would be liable under applicable law in such capacity for the
debts or obligations of the converted entity, such shareholder,
partner, member, or other owner of the converted entity shall be
liable for the debts and obligations of the converting entity that
existed before the conversion takes effect only to the extent that
such shareholder, partner, member, or other owner:
(A) agreed in writing to be liable for such debts or
obligations;
(B) was liable under applicable law, prior to the
effectiveness of the conversion, for such debts or obligations; or
(C) by becoming a shareholder, partner, member, or other
owner of the converted entity, becomes liable under applicable law
for existing debts and obligations of the converted entity;
(8) if the converted entity is a foreign partnership or
other entity, such converted entity shall be deemed to appoint the
secretary of state as its agent for service of process in a
proceeding to enforce any obligation or the rights of dissenting
shareholders of the converting domestic partnership; and
(9) if the converting partnership is a domestic
partnership, the provisions of Section 9.02 of this Act shall apply
as if the converted entity were the survivor of a merger with the
converting entity.
(i) For purposes of this section:
(1) "Conversion" means:
(A) the continuance of a domestic partnership as, and in the
organizational form of, a foreign partnership or other entity; or
(B) the continuance of a foreign partnership or other entity
as, and in the organizational form of, a domestic partnership.
(2) "Converted entity" means any domestic or foreign
partnership or other entity to which a converting entity has
converted or intends to convert as permitted by this section.
(3) "Converting entity" means any domestic or foreign
partnership or other entity that has converted or intends to
convert as permitted by this section.
(4) "Domestic partnership" means a partnership the internal
affairs of which are governed by this Act.
(5) "Foreign partnership" means a partnership, other than a
limited partnership, the internal affairs of which are governed by
the law of another state comparable to this Act or the Texas Uniform
Partnership Act (Article 6132b, Vernon's Texas Civil Statutes).
(6) "Other entity" means any entity, whether organized for
profit or not, that is a corporation, limited partnership, limited
liability company, joint stock company, cooperative, association,
bank, insurance company, or other legal entity organized pursuant
to the laws of this state or any other state or country.
