Form 647 – Certificate of Conversion of a Foreign Entity Converting to a Texas Filing Entity

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

What is a Form 647 – Certificate of Conversion of a Foreign Entity Converting to a Texas Filing Entity?

Form 647 is a filing used to convert an existing business entity formed outside Texas into a Texas entity. The business does not dissolve and restart. Instead, it continues its legal existence under Texas law. This form tells the Texas Secretary of State that your foreign entity has approved a conversion and is becoming a Texas filing entity.

You typically use this form if your business is currently organized under another state or country and you want Texas to be its new legal home. Common users include business owners, founders, and legal or compliance staff handling entity restructuring.

You would need this form when you want to change your entity’s jurisdiction without losing its history, contracts, or assets. Many businesses do this to simplify compliance, align with operations in Texas, or take advantage of Texas business laws. This form is often used during reorganizations, relocations, or strategic planning changes.

When Would You Use a Form 647 – Certificate of Conversion of a Foreign Entity Converting to a Texas Filing Entity?

You would use Form 647 when an entity that is legally formed outside of Texas wants to continue its existence under Texas law rather than remain governed by its original jurisdiction. This commonly arises when a business has relocated its headquarters or primary operations to Texas and wants its legal home to match its operational reality. Conversion allows the entity to transition without terminating its legal existence, which helps preserve contracts, licenses, ownership history, and ongoing obligations.

The form is also appropriate when business strategy, tax planning, investor preferences, or governance considerations make Texas law more favorable than the laws of the original jurisdiction. In many cases, lenders or investors require the entity to be governed by Texas law as a condition of financing. Form 647 is typically filed by an owner, manager, officer, or other authorized person after the entity has formally approved the conversion in accordance with the laws of its original jurisdiction.

Legal Characteristics of the Form 647 – Certificate of Conversion of a Foreign Entity Converting to a Texas Filing Entity

Form 647 carries legal significance because it effectuates a statutory conversion under the Texas Business Organizations Code. Once the Texas Secretary of State accepts the filing, the foreign entity is deemed converted into a Texas filing entity as of the effective date stated in the certificate or, if none is provided, the filing date. The entity is not considered newly formed; instead, it is treated as the same legal entity continuing under Texas law.

The conversion results in the Texas entity assuming all rights, property, debts, liabilities, and obligations of the foreign entity by operation of law. The filing also serves as a legal representation that the conversion was properly authorized under the foreign jurisdiction’s laws. Any inaccuracies, lack of proper approval, or unauthorized signatures can undermine the validity of the conversion and may expose the signer or entity to legal or administrative consequences.

 How to Fill Out a Form 647 – Certificate of Conversion of a Foreign Entity Converting to a Texas Filing Entity

• Start by entering the current legal name of the foreign entity exactly as it appears in its home jurisdiction. Consistency matters. Next, identify the jurisdiction where the entity was originally formed and state the entity type before conversion.
• You will then specify the Texas entity type after conversion, such as a Texas limited liability company or corporation. Include the name of the Texas filing entity. If the name is changing as part of the conversion, make sure it meets Texas naming requirements.
• The form requires a statement confirming that the conversion was approved in accordance with the laws governing the foreign entity. This is not optional. You are affirming that the proper internal approvals were obtained.
• Next, provide the effective date of the conversion if you want it to occur on a date other than the filing date. If you leave this blank, the conversion takes effect when the form is filed.
• You will also need to include information required for the formation of the Texas entity, such as the registered agent and registered office. This section functions like a formation filing and must be completed fully.
• Finally, the form must be signed by an authorized person, such as a manager, officer, or other approved representative. The signer is confirming that all statements in the form are accurate. Review the form carefully before signing, as corrections require additional filings.

Editor Note: This form belongs to the Secretary of State of Texas.

Legal terms you might encounter (Form 647 – Certificate of Conversion of a Foreign Entity Converting to a Texas Filing Entity)

Several legal terms commonly appear in connection with Form 647, and understanding them helps ensure accurate completion. A “foreign entity” refers to a business entity formed under the laws of another state or country, even if it is authorized to do business in Texas. A “Texas filing entity” is an entity type that is created or governed by a filing with the Texas Secretary of State, such as a Texas LLC or corporation.

The term “conversion” means a statutory process that changes the governing law or entity type without dissolving the existing entity. The “effective date” is the date on which the conversion legally takes effect, which may be the filing date or a delayed date specified in the form. An “authorized person” is an individual with legal authority under the entity’s governing documents or applicable law to sign and submit the certificate on behalf of the entity.

In addition to the core terms already described, you may encounter references to a “plan of conversion,” which is an internal document that outlines the terms and conditions of the conversion. While Texas does not require the plan itself to be filed with Form 647, most jurisdictions require that such a plan be adopted by the entity before the conversion can be approved. This plan often addresses how ownership interests will be treated, whether any governance changes will occur, and how the entity will operate after becoming subject to Texas law. Keeping this document in your records is important in case the conversion is later questioned.

Another term that appears in practice is “continuity of existence.” This concept reflects the legal principle that the entity remains the same legal person before and after the conversion. Continuity is critical for maintaining contractual relationships, intellectual property ownership, and litigation standing. Closely related is the concept of “vesting by operation of law,” which means that assets and liabilities automatically transfer to the Texas entity without the need for separate assignments or conveyances.

You may also see references to “governing documents,” which include operating agreements, bylaws, partnership agreements, or similar instruments. These documents often need to be amended or restated to align with Texas law after conversion. Understanding how these terms fit together helps ensure that the conversion is not only properly filed but also properly implemented in practice.

Another concept that often arises is “surviving entity,” which refers to the entity as it exists after the conversion takes effect. Although the law treats the converted business as the same legal person, some statutes and agreements use the term surviving entity to distinguish between the pre-conversion and post-conversion governance regimes. This terminology can matter when interpreting contracts, loan covenants, or regulatory filings that reference survival of rights or obligations following a restructuring.

You may also encounter the term “certificate of formation,” even though you are not filing a standalone formation document. Form 647 incorporates the functional equivalent of a certificate of formation for the Texas entity, and Texas law treats it as satisfying those requirements. Understanding this helps explain why the form requests information that may feel duplicative if the entity is already operating, such as registered agent details or management structure.

Another useful term is “foreign jurisdiction,” which simply means the state or country under whose laws the entity was originally formed. This is distinct from being “foreign” for federal tax purposes. Confusing these concepts can lead to incorrect assumptions about tax treatment or reporting. In the context of Form 647, foreign jurisdiction is strictly a matter of entity law, not taxation.

Finally, “statement of conversion” is sometimes used informally to describe Form 647. While not an official Texas term, practitioners may use it when discussing the filing. Recognizing these overlapping labels can help you follow legal advice, correspondence, or internal discussions more easily during the conversion process.

FAQs (Form 647 – Certificate of Conversion of a Foreign Entity Converting to a Texas Filing Entity)

Does filing Form 647 change the identity of the business?

No. The business remains the same legal entity before and after the conversion. Ownership, assets, contracts, and liabilities carry over by operation of law, meaning the entity’s legal existence continues uninterrupted.

What happens to the entity’s original formation date after conversion?

In general, the original formation date remains tied to the entity’s original jurisdiction. Even though Texas law will govern the entity after conversion, the historical formation date typically does not reset.

Do we need to file a separate Texas formation document in addition to Form 647?

No. A separate Texas formation filing is usually not required because Form 647 includes the formation elements needed for the resulting Texas filing entity.

Does the conversion automatically update taxes, payroll, licenses, and permits?

No. While the conversion becomes legally effective upon filing (or on the stated effective date), the entity still must separately update tax registrations, payroll accounts, licenses, and permits with the appropriate agencies.

Who is allowed to sign Form 647?

The form must be signed by a person authorized under the entity’s governing documents and under the law of the jurisdiction where the entity was originally formed.

Do we have to register as a foreign entity in Texas before filing Form 647?

Usually, no. In most cases, prior foreign registration in Texas is not required to complete the conversion. Some entities register temporarily if they are already doing business in Texas while preparing. After the conversion, the entity becomes a Texas filing entity, and any prior foreign registration should be reviewed and—if applicable—withdrawn to avoid duplicate or conflicting records.

Does the conversion affect pending lawsuits, claims, or administrative proceedings?

Generally, no. Because the entity’s legal existence continues, it remains the same party to litigation, arbitration, and administrative matters. Courts typically recognize the converted Texas entity as the successor by law without requiring substitution of parties. Even so, it’s often wise to notify counsel and opposing parties to keep records accurate.

Can we use a delayed effective date, and what does it change?

Yes. A delayed effective date can help align the conversion with tax periods, financing transactions, or operational changes. However, a delayed effective date does not pause compliance obligations. Until the effective date, the entity remains governed by its original jurisdiction’s law, so planning is important to manage the transition.

Does conversion change ownership percentages or equity interests?

Usually, no. Ownership percentages or shareholdings generally remain the same immediately after conversion unless the plan of conversion provides otherwise. Owners typically receive equivalent interests in the Texas entity, adjusted only as needed to reflect the new entity type.

Will our bank automatically update the entity’s records after conversion?

No. Conversion does not automatically update bank records. Many banks require certified copies of the accepted Form 647 and updated governing documents before changing account information. Until updates are completed, the bank may still show the entity as organized under its former jurisdiction, which can delay transactions or financing.

Does conversion affect federal tax elections or classifications (like S-corp status or partnership treatment)?

Not automatically. A state-law conversion generally does not, by itself, change federal tax classification, but changes in entity type can create tax consequences. Because the IRS considers both state law and federal regulations, it’s important to confirm the converted Texas entity still meets requirements for any desired tax status.

What information becomes public when we file Form 647?

Form 647 becomes part of the public record with the Texas Secretary of State, so basic conversion information is publicly accessible. However, internal documents—like the plan of conversion, resolutions, and consents—are not publicly filed. This distinction helps balance transparency with confidentiality.

Checklist: before, during, and after the Form 647 – Certificate of Conversion of a Foreign Entity Converting to a Texas Filing Entity

Before filing Form 647

The entity should confirm that conversion is permitted under the laws of its original jurisdiction and that all required internal approvals, such as member, partner, or board consent, have been obtained and documented. It is also important to verify that the desired Texas entity name is available and that a registered agent has agreed to serve in Texas.

During the filing process

Care should be taken to ensure that the entity’s current legal name, jurisdiction of formation, and entity type are stated exactly as reflected in official records. The formation details for the Texas entity must be complete and accurate, and any desired delayed effective date should be clearly stated. After filing, the entity should obtain confirmation of acceptance from the Texas Secretary of State and retain the filed certificate for its records.

From a planning perspective, it is wise to coordinate the conversion with legal, tax, and accounting advisors before taking formal action. This coordination can help identify whether the conversion will trigger any consent requirements in contracts, loan agreements, or investor documents that go beyond statutory approval. Some agreements contain change-of-jurisdiction or governing-law provisions that require notice or consent even when the entity’s legal identity continues.

During the filing stage, internal recordkeeping is just as important as the public filing itself. Maintaining signed resolutions, written consents, or meeting minutes that approve the conversion can be critical if the transaction is later reviewed by auditors, investors, or regulators. These records also support the representations made in Form 647 regarding proper authorization.

After the filing is accepted

The checklist should extend to operational details that are easy to overlook. Updating letterhead, contracts, websites, and compliance notices to reflect Texas governance can help avoid confusion. Internal stakeholders, such as employees and managers, should be informed about the conversion so that payroll, benefits, and reporting processes align with Texas requirements. Treating the checklist as an ongoing process rather than a single filing event reduces the risk of post-conversion issues.

Before filing, it can be helpful to conduct a gap analysis between the entity’s existing governing documents and Texas statutory requirements. Provisions that were enforceable or customary in the original jurisdiction may need adjustment to remain effective under Texas law. Identifying these gaps early allows amendments to be prepared in parallel with the conversion rather than reactively afterward.

During the filing phase, coordination with the registered agent deserves attention. The agent’s consent is typically implied by designation, but many professional agents require a separate service agreement or confirmation before being listed. Ensuring this relationship is in place avoids last-minute delays or rejections.

After the conversion, the checklist should include external communications. Vendors, customers, and strategic partners may need updated W-9 forms, contract notices, or compliance certifications reflecting the Texas entity. While not legally mandated in every case, proactive communication reduces the risk of payment issues or misunderstandings.

The checklist should also consider record retention. Keeping a consolidated conversion file that includes the filed Form 647, evidence of acceptance, and all approval documents makes future audits or transactions more efficient. Treating documentation as part of the checklist reinforces the importance of institutional memory as management or ownership changes over time.

Common mistakes to avoid (Form 647 – Certificate of Conversion of a Foreign Entity Converting to a Texas Filing Entity)

• One common mistake is assuming that conversion approval is automatic without checking the foreign jurisdiction’s laws or the entity’s governing documents. Filing without proper authorization can invalidate the conversion. Another frequent error is providing inconsistent names or entity details that do not match existing records, which can lead to rejection or future compliance issues.
• Filers also sometimes overlook the need to fully complete the Texas formation information within the form, treating it as a simple notice rather than a substantive filing. Selecting an incorrect entity type, failing to designate a registered agent, or using an unavailable entity name can all delay acceptance. Additionally, forgetting to address post-conversion tax and regulatory updates can create problems even after the form is successfully filed.
• Another common mistake is misunderstanding the distinction between conversion and domestication or merger, which can lead filers to select the wrong statutory process. Using Form 647 when the foreign jurisdiction does not permit conversion, or when a different restructuring method is required, can result in an ineffective filing. Always confirm that conversion is expressly authorized under the foreign jurisdiction’s statutes and that Texas recognizes the specific type of conversion being attempted.
• Errors also occur when filers assume that third-party consents are unnecessary because the entity’s legal identity continues. While the law may not require new contracts or assignments, some counterparties may still require notice or acknowledgment under the terms of existing agreements. Ignoring these provisions can create technical defaults or disputes that surface later.
• Finally, some entities underestimate the importance of post-filing compliance. Conversion does not automatically update records with banks, taxing authorities, or licensing agencies. Failing to make these updates can result in mismatched records, delayed transactions, or penalties. Avoiding these mistakes requires viewing Form 647 as one step in a broader legal and administrative transition, rather than the final step.
• A subtle but impactful mistake is failing to align the effective date of the conversion with other transactions. For example, closing a financing or executing major contracts on the wrong side of the effective date can create confusion about which law governs the agreement. Careful sequencing helps ensure that all related actions occur under the intended legal framework.
• Another error is assuming that employees will automatically transition without administrative changes. While employment relationships generally continue, payroll systems, workers’ compensation policies, and benefit plans often need updates to reflect Texas jurisdiction. Overlooking these updates can lead to compliance gaps that surface months later.
• Some filers also neglect to review insurance coverage. Policies may reference the entity’s state of organization, and insurers sometimes require endorsements or notices when that information changes. Failing to address this can complicate claims or coverage disputes.
• Finally, entities sometimes underestimate the learning curve associated with Texas-specific compliance, such as franchise tax reporting. Even experienced businesses can miss deadlines or filing nuances when entering a new jurisdiction as their legal home. Recognizing this risk early and planning for it helps avoid penalties and administrative strain.

What to do after filling out the Form 647 – Certificate of Conversion of a Foreign Entity Converting to a Texas Filing Entity

1. Once Form 647 has been filed and accepted, the entity should formally update its records to reflect that it is now a Texas filing entity governed by Texas law. This often includes revising or restating governing documents such as company agreements, bylaws, or shareholder agreements so they are consistent with Texas statutory requirements. The entity should also notify financial institutions, lenders, insurers, and significant contractual counterparties of the conversion to avoid confusion or administrative issues.
2. The next step is to address compliance and administrative matters at the state and local level. This includes registering or updating accounts with the Texas Comptroller, reviewing sales tax, franchise tax, and employer obligations, and ensuring that all licenses and permits are properly issued in the entity’s Texas name. If the entity previously maintained a foreign registration in Texas, that registration may need to be withdrawn to avoid duplicate filings. Maintaining copies of the accepted Form 647 and all conversion approvals is important for future transactions, audits, or legal inquiries.
3. After completing the immediate compliance steps, the entity should take time to evaluate whether its governance structure and operational practices are optimized under Texas law. Texas offers flexibility in areas such as management structures, indemnification, and limitation of liability, and some entities choose to revise their governing documents to take fuller advantage of these features after conversion. This review can be particularly valuable for entities planning to raise capital or expand operations in Texas.
4. It is also advisable to conduct a comprehensive records audit following the conversion. This includes confirming that intellectual property registrations, UCC filings, and material contracts accurately reflect the entity’s current Texas status. In some cases, amendments or informational filings may be appropriate to ensure public records remain consistent.
5. Finally, maintaining a clear narrative of the conversion can be important for future diligence. Investors, acquirers, and lenders often ask for an explanation of how and when the entity became a Texas filing entity. Having organized records, including the accepted Form 647, approval documents, and updated governing instruments, allows the entity to demonstrate continuity and compliance with confidence. Treating the conversion as a documented corporate milestone helps support the entity’s long-term legal and business objectives.
6. After the initial wave of updates, it is beneficial to calendar key Texas compliance deadlines going forward. This includes annual franchise tax reports, periodic information reports, and registered agent renewals. Establishing these reminders shortly after conversion helps ensure that the entity remains in good standing during its first years as a Texas filing entity.
7. The entity may also want to update internal policies and training materials to reflect Texas law, particularly if management or compliance staff are accustomed to the rules of the former jurisdiction. Clear internal guidance supports consistent decision-making and reduces reliance on outdated assumptions.
8. From a strategic standpoint, conversion can be an opportunity to reassess risk management. Texas law offers specific provisions related to indemnification, exculpation, and liability limitations that may not have been available previously. Evaluating whether to adopt or expand these protections can strengthen the entity’s governance framework.
9. Lastly, documenting lessons learned from the conversion process can have long-term value. Capturing what worked well and what required extra effort creates a reference for future restructurings or expansions. This institutional knowledge supports smoother transactions and reinforces the conversion as a deliberate, well-managed step in the entity’s growth.