Form 634 – Certificate of Conversion of a Corporation Converting to a Real Estate Investment Trust

Jurisdiction: Country: United States | Province or State: Texas

Form 634 – Certificate of Conversion of a Corporation Converting to a Real Estate Investment Trust is a formal filing used to document a specific type of entity change. It records the conversion of an existing corporation into a real estate investment trust. The document becomes part of the public record once submitted.

This form matters because it captures the legal moment when the corporation’s structure changes. Other filings, contracts, and tax positions often rely on the information stated here. Accuracy and clarity are essential when you are preparing it.

You are likely looking at this document because you are about to complete or review it. The goal of this guide is to explain what the form is, when it is used, and how to approach filling it out, step by step.

What is a Form 634 – Certificate of Conversion of a Corporation Converting to a Real Estate Investment Trust?

Clear definition

Form 634 – Certificate of Conversion of a Corporation Converting to a Real Estate Investment Trust is a state-level document that formally records a corporation’s conversion into a real estate investment trust. It identifies the converting entity, the resulting entity, and key details about the conversion.

The form functions as an official certificate. Once accepted, it evidences that the entity has changed its form under applicable conversion statutes. It does not, by itself, describe every internal or tax-related aspect of the conversion.

Who typically uses this form/document?

This form is typically used by corporations that are restructuring into a real estate investment trust. The people completing it are often officers, directors, or authorized representatives acting for the entity.

You may also see this form prepared with input from internal business teams. Accounting, compliance, or operations staff often contribute information, even if they are not the signers.

Why you might need this form/document

You might need this document when your corporation has approved a plan to convert into a real estate investment trust. The filing creates a public record of that conversion.

Without this form, the conversion is usually not recognized at the state filing level. Other parties may rely on this filing to confirm the entity’s status after the conversion.

Typical real-life scenarios

A corporation that owns income-producing real estate decides to operate as a real estate investment trust. After internal approvals, the entity prepares a conversion filing to reflect the change.

In another scenario, a corporate group reorganizes its structure. One corporation converts to a real estate investment trust as part of a broader business plan, and this form documents that step.

When would you use a Form 634 – Certificate of Conversion of a Corporation Converting to a Real Estate Investment Trust?

This form is used when a corporation has completed its internal decision-making and is ready to place the conversion into the public record. It typically follows board and, where required, shareholder approval of a plan to convert into a real estate investment trust. Filing too early can create conflicts if approvals are incomplete, while filing too late can delay downstream transactions.

It is often used in coordination with other structural changes, such as updates to governing documents or alignment with regulatory requirements tied to operating as a real estate investment trust. The form marks the transition point recognized by the state, making it relevant for lenders, counterparties, and regulators who rely on public filings.

Corporations commonly use this form during planned reorganizations rather than in response to an urgent event. Because the filing affects legal status, it is usually scheduled to align with financial reporting periods, contractual milestones, or other conversion-related filings to avoid gaps or inconsistencies in the entity’s public record.

Legal characteristics of the Form 634 – Certificate of Conversion of a Corporation Converting to a Real Estate Investment Trust

This document is generally binding once it is properly completed, signed, and accepted for filing. The statements made in the form are treated as representations about the conversion.

Validity typically depends on accurate information, proper authorization, and compliance with filing requirements. Errors, omissions, or inconsistencies can affect how the conversion is recognized.

While conversion filings exist in many jurisdictions, the details and effects may vary. Some jurisdictions treat conversion as a continuation of the same entity, while others emphasize the resulting form. This document records the conversion but does not replace governing documents, shareholder approvals, or tax elections.

The form does not determine whether the entity qualifies as a real estate investment trust for tax purposes. It also does not resolve ownership issues, creditor rights, or contractual obligations on its own.

How to fill out a Form 634 – Certificate of Conversion of a Corporation Converting to a Real Estate Investment Trust

Step 1 – Identify the converting corporation

You begin by stating the legal name of the existing corporation. This name should match prior filings exactly. Even small differences can create confusion in the public record.

You may also be asked to include an identification or file number. This helps the filing office connect the conversion to the correct existing entity.

Step 2 – Identify the resulting real estate investment trust

Next, you provide the name of the resulting real estate investment trust. This is the entity name after the conversion is complete.

In some cases, the name stays the same. In others, it changes as part of the conversion. The form captures whatever name will apply immediately after the conversion.

Step 3 – State the type of conversion

This step describes the nature of the transaction. You indicate that the corporation is converting into a real estate investment trust.

The language here is usually fixed by the form. Your role is to ensure the selected or stated conversion accurately reflects the intended change.

Step 4 – Provide approval and authorization details

The form typically requires a statement that the conversion was approved in accordance with applicable requirements. This does not usually involve attaching the approvals themselves.

You are confirming that the corporation followed the necessary internal process before filing. This statement becomes part of the official record.

Step 5 – Set the effective time or date

You may need to specify when the conversion becomes effective. This can be the filing date or a later stated time.

This detail affects when the resulting entity is recognized in its new form. Precision is important, especially if other transactions depend on the timing.

Step 6 – Sign and date the document

An authorized person signs the form. The signer’s name and title are included to show authority to act for the entity.

Once signed, the document is ready for submission. The signed form represents the entity’s formal certification of the conversion.

Legal terms you might encounter in Form 634 – Certificate of Conversion of a Corporation Converting to a Real Estate Investment Trust

Certificate of Conversion

This is the official document filed with the state to record the change in entity form. In this context, it documents the corporation’s conversion into a real estate investment trust and serves as public evidence of that change.

Converting Entity

The converting entity is the corporation that exists before the conversion. Its legal name and identifying details must match existing records to ensure continuity in the public file.

Resulting Entity

The resulting entity is the real estate investment trust that exists after the conversion. Depending on the transaction, it may carry the same name as the corporation or adopt a new one.

Effective Date

The effective date is the moment when the conversion becomes legally recognized by the state. This may be the filing date or a later specified date included in the form.

Authorization

Authorization refers to the internal approvals required to complete the conversion. The form typically includes a statement confirming that these approvals were properly obtained.

Governing Documents

Governing documents include the charter, bylaws, or trust instruments that control how the entity operates. These documents are separate from the conversion filing but must be consistent with it.

Filing Office

The filing office is the state authority that receives and accepts the certificate of conversion. Acceptance by this office is what places the conversion into the public record.

Public Record

Once filed and accepted, the certificate becomes part of the public record. Third parties may rely on it to confirm the entity’s legal form after the conversion.

FAQs – Form 634 – Certificate of Conversion of a Corporation Converting to a Real Estate Investment Trust

Does filing Form 634 automatically make the entity a real estate investment trust for all purposes?

No. The form records the legal conversion at the state level, but it does not determine tax status or compliance with other requirements associated with operating as a real estate investment trust.

Can the corporation keep the same name after the conversion?

Yes, the resulting real estate investment trust may use the same name as the corporation if that is what the conversion plan provides. The form simply reflects the name that applies after the conversion.

Who is allowed to sign the certificate of conversion?

The form must be signed by an individual authorized to act for the corporation. This is typically an officer or other person granted authority under the entity’s governing documents.

Is the conversion effective immediately upon filing?

It depends on what is stated in the form. The conversion can be effective upon filing or at a later specified date or time included in the document.

Does the form need to include supporting approvals or attachments?

Generally, the form includes a statement that the conversion was properly approved, but does not require the approvals themselves to be attached. Those records should be kept internally.

Can errors in the form be corrected after filing?

Errors may be corrected through an amendment or corrective filing, depending on state procedures. Prompt correction is important to avoid confusion in the public record.

Checklist: before, during, and after the Form 634 – Certificate of Conversion of a Corporation Converting to a Real Estate Investment Trust

Before

• Confirm that the plan of conversion has been approved internally
• Verify the exact legal name of the converting corporation
• [Decide on the name of the resulting real estate investment trust
• Review governing documents for consistency with the conversion
• Determine the desired effective date or time
• Identify the authorized signer for the filing

During

• Enter the converting entity’s name exactly as on record
• State the resulting entity’s name accurately
• Confirm the conversion description matches the intended transaction
• Include the correct effective date or timing language
• Check that authorization statements are complete
• Sign and date the form using the authorized signer’s details

After

• Submit the completed form for filing
• Confirm acceptance and recording by the filing office
• Retain a filed copy for internal records
• Update internal documents to reflect the new entity form
• Notify relevant counterparties of the conversion
• Align future filings and contracts with the converted status

Common mistakes to avoid In Form 634 – Certificate of Conversion of a Corporation Converting to a Real Estate Investment Trust

• A frequent mistake is treating the conversion form as a standalone task rather than part of a larger legal change. When the information in the form is not aligned with amended governing documents or internal records, inconsistencies can arise that create confusion for third parties reviewing the public file.
• Another issue occurs when filers underestimate the importance of timing. Choosing an effective date without coordinating it with financial reporting, contractual obligations, or related filings can lead to gaps where the entity’s status is unclear. These gaps may complicate compliance or delay follow-on transactions.
• Inaccurate statements about approval are also a common problem. The form relies on representations that proper authorization has been obtained, and overlooking required internal steps can make those statements incorrect. Careful confirmation of approvals before filing helps avoid the need for corrective action later.
• One common mistake is assuming that the conversion filing automatically updates all other state and private records connected to the entity. In reality, Form 634 only addresses the conversion itself and does not amend prior certificates, assumed name filings, or registrations in other jurisdictions. If those records are not reviewed and updated where necessary, the entity may continue to appear in databases or contracts as a corporation rather than a real estate investment trust, which can lead to confusion or misdirected notices.
• Another frequent issue is using inconsistent entity names across documents prepared around the same time. Even when the entity intends to keep the same name after conversion, small formatting differences such as punctuation, abbreviations, or spacing can create discrepancies between the certificate of conversion, governing documents, and ancillary filings. These inconsistencies may not prevent acceptance of the form, but they can complicate later due diligence reviews or financing transactions where exact name matching is required.
• Filers sometimes overlook the importance of confirming the entity’s good standing before filing the conversion. Outstanding franchise taxes, reporting delinquencies, or administrative penalties can delay acceptance or create questions about the validity of the conversion. While the form itself may not require a statement of good standing, unresolved compliance issues can surface later and undermine confidence in the public record.
• There is also a tendency to rely too heavily on template language without tailoring it to the specific transaction. While much of the form is standardized, details such as the effective date or the identification of the resulting entity require careful attention. Selecting default options without considering how they interact with the conversion plan can lead to outcomes that do not match the entity’s intent, particularly when timing is critical.
• Another mistake involves failing to coordinate the conversion filing with lenders or contractual counterparties who have consent rights. Some agreements require notice or approval before an entity changes its legal form, even if ownership remains the same. Filing the conversion without addressing those requirements can put the entity in technical default under existing agreements, creating avoidable risk.
• Errors in the identification of the authorized signer are also more common than expected. The person signing must have authority under the corporation’s governing documents and applicable law at the time of signing. If the signer’s title is outdated or inaccurately stated, questions may arise later about whether the filing was properly authorized, especially in contested or high-value transactions.
• A subtle but important mistake is failing to retain supporting documentation after filing. While the form does not require attachments, internal records such as board resolutions, shareholder approvals, and conversion plans should be preserved. If the conversion is later questioned by auditors, regulators, or investors, the absence of these records can create unnecessary complications.
• Finally, some filers underestimate how closely the public record may be scrutinized in future transactions. A conversion that seems routine at the time may later be reviewed in connection with a sale, refinancing, or regulatory inquiry. Treating the filing casually or rushing through it increases the likelihood that small errors will surface later, when correcting them is more difficult and costly.

What to do after filling out the Form 634 – Certificate of Conversion of a Corporation Converting to a Real Estate Investment Trust

1. After the form has been accepted, the filing should be treated as a trigger for internal follow-up rather than the end of the process. The entity should circulate confirmation of the conversion to relevant internal teams so that operations, accounting, and compliance functions are working from the same understanding of the entity’s status.
2. The conversion may also require updates to how the entity presents itself externally. Letterhead, standard contract language, and disclosures may need adjustment to reflect the real estate investment trust structure, even if the entity name did not change.
3. Finally, the entity should monitor future filings and obligations to ensure they are made under the correct entity form. Treating the conversion as an ongoing reference point helps prevent outdated assumptions from carrying forward into later documents or transactions.
4. Once the certificate of conversion has been accepted, the entity should promptly obtain and archive evidence of filing from the state. This typically includes a stamped or certified copy of the filed document and any filing acknowledgments. These materials are often requested during audits, financings, or regulatory reviews and serve as definitive proof of when the conversion became effective.
5. Internal governance documents should then be reviewed and finalized to ensure they align with the converted structure. Trust instruments, bylaws, or similar governing documents should reflect the real estate investment trust framework and be consistent with the information in the conversion filing. Even if drafts were prepared earlier, final versions should be confirmed and formally adopted after the conversion takes effect.
6. The conversion should also be communicated to external advisors and service providers. Accountants, tax advisors, registered agents, and payroll providers need to be aware of the entity’s new form to ensure ongoing services are provided correctly. Misalignment among advisors can lead to inconsistent reporting or missed compliance obligations in the months following the conversion.
7. Tax-related follow-up is another critical step. Although the conversion filing does not determine tax status, it often coincides with elections or filings required to be treated as a real estate investment trust for federal or state tax purposes. Coordinating the timing and content of those filings with the effective date stated in the certificate helps avoid gaps or unintended tax consequences.
8. The entity should also review existing contracts to determine whether notices or amendments are required. Some agreements may not require consent but do require written notice of a change in legal form. Providing timely notice helps maintain transparency and reduces the risk of disputes based on alleged nondisclosure.
9. Operational systems may need adjustment as well. Banking relationships, insurance policies, and internal accounting systems often categorize entities by legal form. Ensuring these systems reflect the conversion helps prevent administrative errors, such as misclassified accounts or incorrect policy endorsements, that could otherwise persist unnoticed.
10. In the period following the conversion, it is prudent to monitor public records to confirm that the filing has been indexed correctly. Occasionally, clerical errors can occur in how filings are recorded or displayed. Early detection allows for quicker correction and reduces the chance that third parties will rely on inaccurate information.
11. Finally, the conversion should be incorporated into the entity’s long-term compliance planning. Future annual reports, amendments, and other state filings should be reviewed with the understanding that the entity now operates as a real estate investment trust. Treating the conversion as a foundational event, rather than a one-time task, helps ensure consistency and accuracy across all future legal and business activities.