Texas Business Organizations Code 22.256 – Approval of Conversion
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(a) A domestic corporation must approve a conversion under Chapter 10 by complying with this section.
(b) If the corporation has no members or has no members with voting rights, the plan of conversion must be approved by the vote of directors required by § 22.164.
Terms Used In Texas Business Organizations Code 22.256
- Conversion: means :
(A) the continuance of a domestic entity as a non-code organization of any type;
(B) the continuance of a non-code organization as a domestic entity of any type;
(C) the continuance of a domestic entity of one type as a domestic entity of another type;
(D) the continuance of a domestic entity of one type as a foreign entity of the same type that may be treated as a domestication, continuance, or transfer transaction under the laws of the jurisdiction of formation of the foreign entity; or
(E) the continuance of a foreign entity of one type as a domestic entity of the same type that may be treated as a domestication, continuance, or transfer transaction under the laws of the jurisdiction of formation of the foreign entity. See Texas Business Organizations Code 1.002 - Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means an entity governed as a corporation under Title 2 or 7. See Texas Business Organizations Code 1.002
- Domestic: means , with respect to an entity, that the entity is formed under this code or the entity's internal affairs are governed by this code. See Texas Business Organizations Code 1.002
- Plan of conversion: means a document that conforms with the requirements of § 10. See Texas Business Organizations Code 1.002
(c) If the management of the affairs of the corporation is vested in its members under § 22.202, the plan of conversion:
(1) must be submitted to a vote at an annual, regular, or special meeting of the members; and
(2) must be approved by the members by the vote required by § 22.164.
(d) If the corporation has members with voting rights:
(1) the board of directors must adopt a resolution that:
(A) approves the plan of conversion; and
(B) directs that the plan be submitted to a vote at an annual or special meeting of the members having voting rights; and
(2) the members must approve the plan of conversion by the vote required by § 22.164.