Form 644 – Certificate of Conversion of a Limited Partnership Converting to a Real Estate Investment Trust

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

What is a Form 644 – Certificate of Conversion of a Limited Partnership Converting to a Real Estate Investment Trust?

Form 644 is an official filing required by the Texas Secretary of State to document the statutory conversion of an existing Texas limited partnership into a real estate investment trust. The form serves as the legal instrument that ends the limited partnership’s existence in its prior form and confirms that the REIT is the surviving entity under Texas law. Rather than dissolving the partnership and forming a new organization, this process allows the business to continue seamlessly in a new legal structure.

This type of conversion is commonly used by real estate-focused partnerships that want to align their structure with REIT requirements for ownership, operations, or taxation. By using Form 644, the entity preserves continuity of assets, liabilities, and operations, which can be critical for property ownership, financing arrangements, and investor relationships. The form is not merely administrative; it is the legal trigger that makes the conversion effective.

Because the conversion is statutory, the REIT generally succeeds to the partnership’s property and obligations by operation of law. This makes Form 644 an efficient and widely used tool for restructuring real estate businesses that are preparing for growth, outside investment, or long-term holding strategies consistent with a REIT model.

When Would You Use a Form 644 – Certificate of Conversion of a Limited Partnership Converting to a Real Estate Investment Trust?

Form 644 is used after the limited partnership has formally decided to convert into a real estate investment trust, and all required internal approvals have been obtained. This typically follows the adoption of a plan of conversion in accordance with the partnership agreement and applicable Texas law. The form is filed when the business is ready for the conversion to become legally effective and publicly recognized.

Businesses often pursue this filing when they want to reposition their real estate operations to attract investors, qualify for REIT tax treatment, or align governance with long-term real estate ownership goals. It is also common in situations involving institutional capital, succession planning, or preparation for future public or private offerings where a REIT structure is preferred.

The form is not used for exploratory planning or preliminary discussions. It is appropriate only when the decision is final, documentation is in order, and the entity is prepared to operate as a REIT immediately upon effectiveness of the filing.

Legal Characteristics of the Form 644 – Certificate of Conversion of a Limited Partnership Converting to a Real Estate Investment Trust

Once accepted by the Texas Secretary of State, Form 644 has binding legal effect and conclusively establishes the conversion. The filing acts as official notice that the limited partnership has converted and that the real estate investment trust is now the continuing entity. The conversion occurs under Texas statutory authority, which provides continuity of existence rather than a termination and re-creation of the business.

All statements in the form are made under penalty of law, and accuracy is essential. Errors or misrepresentations can lead to rejection of the filing, delays in effectiveness, or potential legal exposure for the signatory. The person signing must be properly authorized and is responsible for confirming that the plan of conversion was duly approved.

Although the entity continues by operation of law, the conversion can have legal implications for contracts, licenses, financing documents, and regulatory compliance. Some agreements may require notice of the conversion or consent from counterparties, even though the underlying obligations remain with the surviving REIT.

How to Fill Out a Form 644 – Certificate of Conversion of a Limited Partnership Converting to a Real Estate Investment Trust

• Start by entering the exact legal name of the existing limited partnership, as currently on record with the Texas Secretary of State. Consistency is critical. Even minor differences can cause rejection.
• Next, identify the name of the resulting real estate investment trust. This name must meet Texas naming requirements and be available at the time of filing. If the REIT name differs from the partnership name, double-check spelling and punctuation.
• You will then state the jurisdiction of formation for both the converting limited partnership and the resulting REIT. For this form, the limited partnership is a Texas entity, and the REIT will be governed under applicable Texas law.
• Include a statement confirming that a plan of conversion was approved in accordance with the governing documents of the limited partnership and applicable law. You do not attach the plan, but you must confirm it exists and was properly authorized.
• The form also requires the effective date of the conversion. If you leave this blank, the conversion becomes effective when the filing is accepted. If you list a future date, it must meet Texas timing rules.
• Review the form carefully before signing. An authorized person, such as a general partner or authorized officer, must sign the certificate. The signer confirms that the information is true and correct.
• Finally, submit the completed form with the required filing fee to the Texas Secretary of State. Once accepted, the conversion is legally effective, and the REIT becomes the continuing entity.

Legal terms you might encounter (Form 644 – Certificate of Conversion of a Limited Partnership Converting to a Real Estate Investment Trust)

In the context of Form 644, a “plan of conversion” is the governing document approved by the limited partnership that authorizes the change in legal form and describes how ownership interests, management rights, and obligations will carry over into the real estate investment trust. The “converting entity” is the existing Texas limited partnership, while the “resulting entity” or “surviving entity” is the REIT that continues after the conversion is effective. These terms are important because Texas law treats the REIT as a continuation of the same business, not as a newly formed organization.

Another key concept is “conversion by operation of law,” which means that assets, liabilities, contracts, and legal relationships automatically vest in the REIT without the need for individual transfer documents. The “effective date” refers to the moment the conversion becomes legally binding, either upon acceptance by the Texas Secretary of State or on a properly stated delayed date. An “authorized person” is the individual who has legal authority under the partnership’s governing documents and Texas law to sign and submit the certificate, and their authority is presumed by the state unless challenged.

Beyond the core statutory definitions, filers will often encounter terminology borrowed from both partnership law and trust law that can affect how the conversion is interpreted. For example, “beneficial owners” in a REIT context generally replace the concept of partners, and the plan of conversion usually specifies how limited partnership interests are exchanged for REIT shares or beneficial interests. Understanding this distinction is important because it affects voting rights, distributions, and transfer restrictions after the conversion, even though the business itself continues without interruption.

Another term that frequently appears in related documents is “continuity of entity,” which reflects the Texas statutory principle that the converting limited partnership does not liquidate or wind up. Instead, the REIT is deemed to be the same entity for most legal purposes. This concept underpins why deeds, leases, and titles typically do not need to be reissued, but it does not override contractual language that may define a conversion as a change of control or organizational structure.

Filers may also see references to “governing authority” of the resulting REIT, which typically means the trustees or board specified in the REIT’s governing instrument. This contrasts with the general partners of the limited partnership and highlights the governance shift that accompanies the conversion. While Form 644 does not detail governance mechanics, understanding these terms helps stakeholders interpret how authority and fiduciary duties are realigned after the conversion becomes effective.

In practice, the term “statutory conversion” carries significance beyond its plain meaning because it dictates how third parties are expected to treat the resulting REIT. Under Texas law, a statutory conversion signals that the identity of the business remains intact even though its legal form changes. This can be critical when dealing with title companies, lenders, and regulators who rely on continuity concepts to avoid re-documenting ownership of real property. Understanding this term helps explain why Form 644 is preferred over dissolution and reformation when substantial real estate holdings are involved.

Another term that often causes confusion is “beneficial interest” or “REIT share,” which refers to the ownership interest issued by the real estate investment trust. Unlike partnership interests, beneficial interests are typically governed by a declaration of trust and may be subject to restrictions designed to preserve REIT tax status, such as limits on concentration of ownership. The plan of conversion usually spells out how existing partnership interests translate into these beneficial interests, and this terminology frames investor rights after the conversion.

You may also encounter the phrase “governing documents of the resulting entity,” which collectively refers to the REIT’s declaration of trust, bylaws, if applicable, and related organizational instruments. These documents replace the limited partnership agreement as the primary source of governance rules. Although Form 644 does not include these documents, the form’s reference to proper authorization assumes that these instruments are either adopted simultaneously or are already in place and consistent with the conversion.

Finally, the concept of “successor liability” is sometimes discussed in connection with conversions. In the Form 644 context, successor liability is generally automatic because the REIT is treated as the same entity for most legal purposes. This reinforces why due diligence and internal approvals matter: obligations do not disappear merely because the entity’s form has changed, and stakeholders should understand that liabilities follow the business into its new REIT structure.

FAQs (Form 644 – Certificate of Conversion of a Limited Partnership Converting to a Real Estate Investment Trust)

Does converting to a REIT through Form 644 create a taxable event at the Texas state level?

Not automatically. Form 644 accomplishes a legal conversion under Texas law, but it does not determine tax consequences. Whether the conversion is a taxable event depends on the entity’s structure and applicable federal tax rules (and any related state tax implications). Tax analysis should be done separately with qualified advisors.

Do the limited partnership’s existing contracts remain valid after conversion?

In most cases, yes. Generally, the REIT succeeds to the limited partnership’s rights and obligations by operation of law, so contracts typically remain in effect. However, some agreements include notice, consent, or covenant provisions that can be triggered by a change in organizational form, so key contracts should be reviewed.

Do we need to file REIT formation documents in addition to Form 644?

Usually, yes. In a statutory conversion, the certificate of conversion (Form 644) works together with the certificate of formation for the REIT, and both must comply with Texas filing requirements. The conversion filing package should be prepared so the public record clearly reflects the resulting REIT entity.

What information becomes public when we file Form 644?

Form 644 becomes part of the public record with the Texas Secretary of State. Filers should assume that basic conversion information included on the form is publicly accessible, even though internal governing documents and approval materials are typically not filed.

How should we think about timing and planning for the conversion?

Timing often needs careful coordination—especially if the conversion must align with financing, tax periods, or investor reporting deadlines. Planning should account for filing acceptance, any delayed effective date, and operational steps needed to transition governance and reporting to the REIT structure.

Do we have to notify creditors before or after filing Form 644?

Texas law generally does not require advance notice to creditors for a statutory conversion. Still, many entities provide notice as a practical matter—especially where loan covenants, reporting duties, or ongoing financing relationships exist. Proactive notice can preserve goodwill and reduce dispute risk, even if creditor rights aren’t impaired by the conversion.

Does the conversion affect pending litigation or claims involving the limited partnership?

Typically, no. In most cases, pending claims continue against the REIT as the surviving/converted entity, and courts generally recognize the continuity created by statutory conversion. Even so, it’s prudent to notify counsel of record and opposing parties so captions, pleadings, and internal records can be updated if needed.

What should we know if we use a delayed effective date?

A delayed effective date can help align the conversion with a tax year, reporting period, or financing closing. But actions taken before the effective moment are still attributed to the limited partnership, not the REIT. Clear internal communication about the exact effective time helps avoid confusion in accounting, contracting, and investor communications.

Will permits and licenses held by the limited partnership carry over to the REIT?

Often they do, because the converted REIT is generally treated as the same legal entity after conversion. However, some regulatory bodies require notice of entity-form changes, and certain permits may not automatically recognize statutory conversions. Reviewing agency-specific requirements ahead of time can prevent interruptions.

Can Form 644 be rejected, and what happens if it is?

Yes. The Texas Secretary of State may reject the filing if the required information is missing, inconsistent, or conflicts with existing records. If rejected, the conversion has not occurred—the limited partnership remains in place until a corrected filing is accepted. Don’t assume REIT status until you receive confirmation of acceptance.

When and how should investors be informed about the conversion?

While approvals often occur before filing, many entities send a formal post-filing notice confirming the effective date and summarizing key changes. Clear communications reduce confusion about distributions, reporting responsibilities, and governance during the transition.

Can Form 644 be used if the limited partnership owns property outside Texas?

Generally, yes. The conversion is governed by the law of the entity’s formation (Texas), not the location of its assets. However, property in other states may have recording, tax, or notification requirements triggered by the conversion—even if ownership doesn’t substantively change. Coordinating with local counsel/advisors in those jurisdictions can help manage downstream requirements.

Checklist: before, during, and after the Form 644 – Certificate of Conversion of a Limited Partnership Converting to a Real Estate Investment Trust

Before filing Form 644

The limited partnership should confirm that its partnership agreement allows for conversion and that the required approvals have been properly documented. It is important to verify name availability for the resulting REIT and to review how the conversion will affect contracts, financing, and regulatory obligations. Coordination with legal and tax advisors is often part of this stage.

During the filing process

Care should be taken to ensure that all information matches existing state records and that the effective date is selected intentionally. The form should be reviewed for accuracy before being signed by an authorized individual and submitted with the correct filing fee.

After acceptance, the entity should update internal records, notify lenders and key counterparties, and make any required follow-up filings or registrations. Ongoing compliance should shift to reflect the REIT structure and applicable legal requirements.

In addition to formal approvals, preparatory work before filing often includes aligning the economic terms of the conversion with investor expectations. Limited partners may have negotiated distribution priorities, capital account mechanics, or exit rights that need to be reflected appropriately in the REIT’s governing documents. Although these issues are addressed outside of Form 644 itself, resolving them in advance reduces the risk of disputes after the conversion is complete.

During the filing phase, coordination among advisors can be especially important. Legal counsel, tax professionals, and accountants should have a shared understanding of the intended effective date and the resulting entity’s structure. Misalignment at this stage can lead to inconsistent filings, mismatched financial statements, or incorrect assumptions about when REIT-specific rules begin to apply. Even small clerical errors can cause delays that ripple into financing or investor reporting timelines.

After the conversion, practical follow-through extends beyond notifications and record updates. The REIT may need to revise policies related to distributions, compliance, and governance to reflect its new status. Insurance policies, employee benefit plans, and property management agreements should also be reviewed to ensure they properly name and recognize the REIT as the insured or contracting party. Treating the post-conversion phase as an active implementation period, rather than a mere administrative wrap-up, helps ensure that the conversion delivers its intended benefits.

As part of the pre-filing phase, it is often helpful to conduct a contract inventory focused specifically on change-of-entity or organizational change clauses. This exercise allows the partnership to identify which counterparties may need notice or consent and to sequence those communications strategically. Addressing these issues early can prevent last-minute delays or post-conversion disputes that detract from the benefits of the REIT structure.

During the filing window

Attention should also be given to how the conversion is reflected in parallel filings or registrations, such as assumed name certificates, foreign qualifications in other states, or industry-specific registrations. Even though the entity continues by operation of law, these ancillary records may still require updates to reflect the REIT’s name or form. Treating these items as part of the same project helps ensure consistency across jurisdictions.

After the conversion, governance practices often need practical adjustment. Trustees or managers of the REIT may require orientation on their fiduciary duties, which can differ in tone and scope from those of general partners. Establishing meeting schedules, approval thresholds, and reporting protocols consistent with the REIT’s governing documents helps translate the legal conversion into functional day-to-day operations.

Finally, the post-conversion period is a good time to revisit long-term strategic goals. Many entities convert to a REIT in anticipation of growth, capital raising, or portfolio stabilization. Using the checklist as a living document, rather than a one-time task list, can help management track whether the conversion is delivering the intended strategic and operational outcomes over time.

Common mistakes to avoid (Form 644 – Certificate of Conversion of a Limited Partnership Converting to a Real Estate Investment Trust)

• A frequent mistake is assuming that a statutory conversion eliminates the need to review existing agreements. Even though assets and liabilities transfer automatically, many loan documents, leases, and partnership-side agreements contain provisions that require notice or consent upon a change in legal structure. Failing to address these provisions in advance can result in technical defaults or strained counterparty relationships.
• Another common error is treating Form 644 as a purely clerical filing and not coordinating it with the REIT’s formation documents, governance framework, and tax planning. Inconsistencies between the plan of conversion, the certificate of formation of the REIT, and the information stated in Form 644 can create ambiguity or compliance issues. Filers also sometimes underestimate processing times or misunderstand delayed effective dates, which can cause the conversion to take effect earlier or later than intended.
• Some filers underestimate the importance of consistency across public filings and private documents. Using slightly different names, abbreviations, or entity identifiers for the REIT in various agreements can create confusion later, particularly during audits, refinancing, or due diligence for a sale or investment. Ensuring that the exact legal name of the REIT, as reflected in Form 644 and its certificate of formation, is used uniformly can prevent avoidable complications.
• Another mistake is overlooking registered agent and office requirements during the transition. While the entity continues by operation of law, the REIT must still maintain a compliant registered agent and registered office in Texas. If the limited partnership’s registered agent arrangement is not intentionally carried over or updated, the entity may inadvertently fall out of good standing shortly after the conversion.
• Filers also sometimes fail to appreciate how public the conversion filing is. Because Form 644 becomes part of the public record, sensitive information should not be included unless required. While the form itself is relatively straightforward, related filings or attachments should be reviewed with an eye toward confidentiality. Being deliberate about what is disclosed and what is kept within private governing documents is an important but often overlooked aspect of avoiding post-conversion issues.
• One subtle but significant mistake is failing to align internal accounting treatment with the legal conversion. While the business continues as the same entity, accounting systems may need to reflect new equity classifications, distribution mechanics, or reporting formats consistent with a REIT structure. Discrepancies between legal status and accounting records can create confusion during audits or investor reviews.
• Another error involves assuming that all stakeholders have the same understanding of what a REIT conversion entails. Employees, property managers, and even some investors may not be familiar with the implications of the change. Without clear explanations, routine decisions can be delayed or mishandled due to uncertainty about authority or process. Proactive internal education can mitigate these issues.
• Some entities also overlook the importance of aligning branding and public-facing materials with the new structure. Websites, letterhead, offering materials, and regulatory disclosures should be reviewed to ensure they correctly identify the REIT as the operating entity. Inconsistent public representations can raise questions during due diligence or regulatory review, even if the underlying conversion was properly completed.
• Finally, a common pitfall is treating the conversion as an endpoint rather than a transition. The legal act of filing Form 644 is only one step in adopting a REIT model. Ongoing compliance, monitoring of ownership limits, and adherence to distribution requirements are essential to preserving the advantages that motivated the conversion in the first place.

What to do after filling out the Form 644 – Certificate of Conversion of a Limited Partnership Converting to a Real Estate Investment Trust

1. Once the Texas Secretary of State accepts Form 644, the REIT should promptly integrate the new legal status into all operational and legal records. This includes confirming that the REIT’s governing documents are fully implemented, updating entity information with financial institutions, and ensuring that accounting systems reflect the continuation of the business under the REIT structure. Maintaining clear records of the conversion is important for audits, financing, and future transactions.
2. The REIT should also review its ongoing compliance obligations under Texas law, such as annual reporting and registered agent requirements, to avoid administrative issues. From a tax perspective, the entity must take timely steps to comply with federal REIT qualification and reporting rules, which are separate from the state-law conversion. Periodic internal reviews after the conversion can help confirm that the intended legal, operational, and strategic benefits of the REIT structure are being realized and that no follow-up actions were missed.
3. After the conversion, it is also prudent to assemble a centralized record of all documents related to the transaction, including the plan of conversion, approvals, filed certificates, and confirmation from the Secretary of State. Having these materials readily accessible can simplify future diligence inquiries and provide clarity if questions arise about the timing or validity of the conversion.
4. The REIT should consider scheduling a post-conversion review meeting with its advisors to confirm that all anticipated steps have been completed. This review can identify loose ends such as unamended contracts, outdated registrations, or internal policies that still reference the limited partnership. Addressing these items early reduces the risk that small oversights become larger compliance issues.
5. In the months following the conversion, management may also want to evaluate whether additional structural refinements are needed. For example, some entities adopt new committees, revise distribution policies, or adjust reporting practices to better align with investor expectations in a REIT context. These refinements are often easier to implement shortly after conversion, when stakeholders are already focused on change.
6. Ultimately, the goal after filing Form 644 is to ensure that the REIT operates smoothly and consistently with both Texas law and federal REIT requirements. Treating the post-filing phase as an opportunity to reinforce governance, transparency, and compliance can help the entity fully realize the strategic benefits that motivated the conversion from a limited partnership to a real estate investment trust.