Form 422—General Information (Amendment to Registration To Disclose a Change Resulting from a Conversion or Merger) The attached form is drafted to meet minimal statutory filing requirements pursuant to the relevant code provisions. This form and the information provided are not substitutes for the advice and services of an attorney and tax specialist. Commentary This form complies with section 9.009(a-1) of the Texas Business Organizations Code (BOC) in order to disclose a change that results from: (1) a conversion from one type of foreign filing entity to another type of foreign entity with the converted filing entity making the amendment succeeding to the registration of the foreign converting entity; or (2) a merger of a foreign filing entity into another foreign filing entity with the surviving or resulting foreign filing entity making the amendment succeeding to the registration of the merging entity. Form 406 should be used to amend the registration of a foreign filing entity to reflect a change other than a transfer of the registration as a result of a conversion or merger. Form 407 should be used to amend the registration of a foreign limited liability partnership. Form 411 should be used to amend the registration of a foreign financial institution. Form 412 should be used to amend the registration of a foreign limited partnership. Other Filings May Be Required: While the BOC provides for transfer of the registration, there is no similar provision in the Assumed Business or Professional Name Act (chapter 71, Texas Business and Commerce Code). Section 71.152 provides that whenever there is a material change in information related to an assumed name certificate a new certificate must be filed. If the converting or merging entity is the holder of a license or permit, please check with the issuing agency to determine what action must be taken in order for the license or permit to be reissued, assigned or converted to the entity succeeding to the registration after a conversion or merger. Instructions for Form Items 1-3—Entity Information: The amendment to registration must contain the legal name of the entity that currently holds the application for registration that is being transferred as a result of a conversion or merger. If the entity attained its registration under an assumed name, the qualifying assumed name as shown on the records of the secretary of state should be set forth on the amendment to registration. It is recommended that the date the original application for registration was filed and the file number assigned by the secretary of state be provided to facilitate processing of the document. Items 4A-4B—Reason for Transfer of Registration: Indicate whether the transfer of the registration is a result of a conversion (option 4A) or merger (option 4B). Set forth the full legal name of the entity succeeding to the registration, its jurisdiction of organization, and the entity type (e.g., limited liability company). Item 5—Changes to the Registration: To change the registration of the converting or merging entity, complete an application for registration of the type applicable to the entity that is succeeding to the registration and attach that revised registration to this amendment to registration. There is no additional filing fee for the revised application. The SOS file number assigned to the original Form 422 1 American LegalNet, Inc. www.FormsWorkFlow.com registration will be retained and will apply to the entity succeeding to the registration. The information provided in the revised registration relating to the successor entity will be entered into the SOS records. Effectiveness of Filing: An amendment to registration becomes effective when filed by the secretary of state (option A). However, pursuant to sections 4.052 and 4.053 of the BOC the effectiveness of the instrument may be delayed to a date not more than ninety (90) days from the date the instrument is signed (option B). The effectiveness of the instrument also may be delayed on the occurrence of a future event or fact, other than the passage of time (option C). If option C is selected, you must state the manner in which the event or fact will cause the instrument to take effect and the date of the 90th day after the date the instrument is signed. In order for the instrument to take effect under option C, the entity must, within ninety (90) days of the filing of the instrument, file a statement with the secretary of state regarding the event or fact pursuant to section 4.055 of the BOC. On the filing of an instrument with a delayed effective date or condition, the computer records of the secretary of state will show the filing of the document, the date of the filing, and the future date on which the document will be effective or evidence that the effectiveness was conditioned on the occurrence of a future event or fact. Execution: Pursuant to section 4.001 of the BOC, the amendment to registration must be signed by a person authorized by the BOC to act on behalf of the entity in regard to the filing instrument. Generally, a governing person or managerial official of the entity succeeding to the registration would sign the filing instrument. The amendment to registration need not be notarized. However, before signing, please read the statements on this form carefully. A person commits an offense under section 4.008 of the BOC if the person signs or directs the filing of a filing instrument the person knows is materially false with the intent that the instrument be delivered to the secretary of state for filing. The offense is a Class A misdemeanor unless the person’s intent is to harm or defraud another, in which case the offense is a state jail felony. Payment and Delivery Instructions: The filing fee for an amendment to registration is $150, unless the foreign filing entity is a nonprofit corporation or a cooperative association. The filing fee for a nonprofit corporation or a cooperative association is $25. Fees may be paid by personal checks, money orders, LegalEase debit cards, or American Express, Discover, MasterCard, and Visa credit cards. Checks or money orders must be payable through a U.S. bank or financial institution and made payable to the secretary of state. Fees paid by credit card are subject to a statutorily authorized convenience fee of 2.7 percent of the total fees. Submit the completed form in duplicate along with the filing fee. The form may be mailed to P.O. Box 13697, Austin, Texas 78711-3697; faxed to (512) 463-5709; or delivered to the James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. If a document is transmitted by fax, credit card information must accompany the transmission (Form 807). On filing the document, the secretary of state will return the appropriate evidence of filing to the submitter together with a filestamped copy of the document, if a duplicate copy was provided as instructed. Revised 05/11 Form 422 2 American LegalNet, Inc. www.FormsWorkFlow.com Form 422 (Revised 05/11) Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512/463-5709 Filing Fee: See instructions Amendment to Registration To Disclose a Change Resulting from A Conversion or Merger Entity Information 1. The legal name of the converting or merging entity is: State the name of the entity as currently shown in the records of the secretary of state. 2. If the entity attained its registration under an assumed name, the qualifying assumed name as shown on the records of the secretary of state is: 3. The application for registration was issued to the entity on: mm/dd/yyyy The file number issued to the filing entity by the secretary of state is: Reason for Transfer of Registration 4A. The application for registration is amended to disclose a change resulting from a conversion from one type of foreign entity to another type of foreign filing entity in order for the converted entity to succeed to the registration of the converting entity. The name, jurisdiction of organization, and entity type of the converted entity succeeding to the registration are: Name of Entity Succeeding to Registration Jurisdiction of Organization Type of Entity 4B. The application for registration is amended to disclose a change resulting from a merger into another foreign filing entity in order for the entity that survived or resulted from the merger to succeed to the registration of the merging entity. The name, jurisdiction of organization, and entity type of the entity succeeding to the registration are: Name of Entity Succeeding to Registration Jurisdiction of Organization Type of Entity Changes to the Application for Registration (Attach a completed application for registration.) 5. The entity succeeding to the registration hereby attaches an application for registration setting forth the information applicable to that entity and amends the prior registration accordingly. Form 422 3 American LegalNet, Inc. www.FormsWorkFlow.com Effectiveness of Filing (Select either A, B, or C.) A. This document becomes effective when the document is filed by the secretary of state. B. This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is: C. This document takes effect upon the occurrence of a future event or fact, other than the passage of time. The 90th day after the date of signing is: The following event or fact will cause the document to take effect in the manner described below: Execution The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument. Date: By: Signature of authorized person (see instructions) Typed or printed name of authorized person Form 422 4 American LegalNet, Inc. www.FormsWorkFlow.com