What are the most common reasons for rejecting a merger or conversion filing instrument?
• Failure to include the additional statements in a Certificate of Formation that are required for Texas entities created through mergers or conversions. • Use of a Secretary of State merger or conversion form by an entity that is not governed by the Texas Business Organizations Code (BOC). If any entity involved in a merger or conversion is not governed by the BOC, the Secretary of State merger or conversion forms cannot be used. • Failure to obtain the appropriate certificate of good standing from the Texas Comptroller of Public Accounts or to provide the alternative statement regarding payment of all required franchise taxes by one or more of the surviving, new, or acquiring organizations (mergers) or by the converted entity (conversions).
• Failure to include the additional statements in a certificate of formation that are required for Texas entities created through mergers or conversions. Please see BOC § 3.005(a)(7). • Failure to obtain the appropriate certificate of account status from the Texas Comptroller of Public Accounts or to provide the alternative statement regarding payment of all required franchise taxes by one or more of the surviving, new, or acquiring organizations (mergers) or by the converted entity (conversions).
