Texas Form 647 Certificate of Conversion: Filing, Fees, and Next Steps

Texas Form 647 is the certificate of conversion a foreign entity files with the Texas Secretary of State to redomicile as a Texas filing entity. It applies when a business formed under the laws of another U.S. state, territory, or foreign country wants to become a Texas LLC, corporation, limited partnership, or other filing entity without dissolving and starting over. The filing fee is $300 for the conversion itself, plus the formation fee for the new Texas entity. You cannot submit it through SOSDirect; it goes by mail, fax, or in person.¹

Before anything else, confirm Form 647 is the right form. If your entity is already a Texas entity and you want to change its type (an LLC becoming a corporation, for example), you use one of the domestic conversion forms numbered 631 through 646 instead. Form 647 is only for foreign-to-Texas conversions.²

What To Gather Before You File

Four documents have to be ready before you send anything in. Missing one will get the whole package rejected.

Plan of conversion. The converting entity must adopt a plan of conversion under the laws of its home jurisdiction. The plan explains how ownership interests in the original entity translate into interests in the new Texas entity. You can either attach the full plan to Form 647 or check the box certifying its key details on the form.³
Certificate of formation for the new Texas entity. The conversion creates a new Texas filing entity, so you also need the appropriate formation document — Form 205 for an LLC, Form 201 for a for-profit corporation, and so on. It travels with Form 647 in the same submission.
Certificate of existence or good standing from the foreign jurisdiction, confirming the converting entity is in good standing there.⁴
Franchise tax clearance. If the new Texas entity will be subject to franchise tax, you need a Certificate of Account Status from the Texas Comptroller showing no outstanding franchise tax obligations. Request it through the Comptroller’s eSystems portal. If the converted entity will not be liable for franchise tax (for example, a general partnership of individuals), attach Comptroller Form 05-329 instead. Without this, the Secretary of State will not process the filing.⁵⁶

How To Complete Form 647

The form is short. Every field has to be right.

Start with the converting entity. Enter its legal name exactly as it appears in the home jurisdiction’s records, the entity type (corporation, LLC, limited partnership, and so on), and the jurisdiction where it was originally formed. Then enter the name the new Texas entity will use, its entity type under Texas law, and “Texas” as the new jurisdiction of formation.³

Next, address the plan of conversion. Check the box that reflects whether you are attaching the full plan or providing a certification statement. The certification must confirm that the plan was approved in accordance with the laws of the converting entity’s home jurisdiction.⁴ If the plan is kept at the company’s principal office rather than attached, give the street address where an interested party can inspect it.

Provide the principal office address, then the name and address of the Texas registered agent for the converted entity. The registered agent must have a physical street address in Texas. A P.O. box alone will not satisfy the requirement.

If you want the conversion to take effect on a specific future date, enter it. Otherwise it becomes effective when the Secretary of State processes the filing.

Signature

The form must be signed by someone authorized under the converting entity’s governing documents, such as a general partner, manager, or corporate officer. Print the signer’s name and title directly below the signature line. The signature certifies under penalty of law that the statements in the certificate are true and that the signer is authorized to execute the filing.⁷ A missing title or the wrong signer sends the document back.

How To Submit the Filing

Conversion certificates cannot go through SOSDirect.¹ You have three delivery options:

By mail. Send Form 647 in duplicate, the certificate of formation for the new entity, all required attachments, and your fee payment to: Business & Public Filings Division, Office of the Texas Secretary of State, P.O. Box 13697, Austin, TX 78711-3697.⁸
By fax. Send the documents to (512) 463-5709 with a cover sheet that includes a valid credit card number or LegalEase account number for the filing fee.⁴
In person at the Secretary of State’s current office location in Austin.⁸

Fees and Processing Times

The filing fee for the certificate of conversion is $300. The formation fee for the new Texas entity is separate. For most types (LLCs, corporations, limited partnerships), that fee is another $300, which puts combined state filing costs at $600.⁹

Standard filings go into the general queue. Three expedited tiers are available, and the surcharge applies to each document, so you pay it twice when you expedite both the conversion certificate and the formation certificate:¹⁰

Standard expedited at $50 per document, typically processed within two to three business days.
Next-day at $500 per document for filings received by 12:00 p.m., processed by close of business the next business day.
Same-day at $750 per document for filings received by 12:00 p.m., processed by close of business the same day.

Choosing same-day service on both documents, for example, adds $1,500 to the $600 in base filing fees.

After the Secretary of State Returns Your Filing

Once your filing comes back stamped, the conversion is legally effective and the entity is a Texas entity. The follow-up work falls into a few buckets.

EIN and Federal Tax Classification

A new EIN is not required when the state-level conversion does not change how the entity is classified for federal tax purposes — for instance, a foreign LLC taxed as a partnership that becomes a Texas LLC still taxed as a partnership.¹¹ If the conversion does change the classification (a partnership becoming a corporation, for example), you likely need a new EIN and may need to file IRS Form 8832 to confirm or elect the entity’s classification.¹²

Texas Franchise Tax Account

The new Texas entity will be subject to the Texas franchise tax going forward. If the converting entity was previously registered to do business in Texas as a foreign entity, contact the Comptroller to update its records so filings map to the new Texas filing entity rather than the old foreign registration.

Licenses, Contracts, and Bank Accounts

City and county business licenses and professional permits need to be updated to the new entity name and type. Banks will typically ask for a certified copy of the stamped Form 647 before they update account ownership records. Review active contracts and leases for change-of-control or assignment provisions; many require written notice to the counterparty when an entity undergoes a structural change.

Intellectual Property

If the entity holds trademarks or patents registered with the U.S. Patent and Trademark Office, record the conversion through the USPTO’s Assignment Center. You submit a Recordation Cover Sheet along with supporting documentation (such as a copy of the filed certificate of conversion) as a PDF or black-and-white TIFF file.¹³

Federal Contracts and SAM.gov

Entities with federal contracts have extra work. Under FAR Subpart 42.12, a conversion that changes the entity’s legal identity typically requires either a Novation Agreement (when assets transfer to a successor) or a Change-of-Name Agreement. The contractor submits a written request to the responsible contracting officer, who solicits comments from affected contract administration offices within 30 days.¹⁴ If the entity is registered in SAM.gov, update the registration through the Entity Workspace at the same time.¹⁵

1
Texas Secretary of State. Mergers and Conversions FAQs
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Texas Secretary of State. Business and Nonprofit Forms
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Texas Public Law. Texas Business Organizations Code 10.154 – Certificate of Conversion
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Texas Secretary of State. Form 647 Instructions – Certificate of Conversion of a Foreign Entity Converting to a Texas Filing Entity
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Texas Secretary of State. Form 635 – General Information – Certificate of Conversion
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Texas Comptroller of Public Accounts. Requesting Tax Certificates and Tax Clearance Letters
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Texas Secretary of State. Texas Form 647 – Certificate of Conversion
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Texas Secretary of State. Contact the Corporations Section
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State of Texas. Texas Code Business Organizations Code 4.151 – Filing Fees All Entities
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Texas Secretary of State. Introducing Texas Express Expedited Business Filings
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Internal Revenue Service. When to Get a New EIN
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Internal Revenue Service. About Form 8832 Entity Classification Election
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United States Patent and Trademark Office (USPTO). Patents Assignments Change and Search Ownership
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Acquisition.GOV. Subpart 42.12 – Novation and Change-of-Name Agreements
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SAM.gov. Entity Registration