2003 Texas Attorney General Reports and Opinions 1 (2003)

handle is hein.sag/sagtx0083 and id is 1 raw text is: OFFICE of the ATTORNEY GENERAL
January 6, 2003
The Honorable Fred M. Bosse               Opinion No. GA-0007
Chair, Committee on Civil Practices
Texas House of Representatives            Re: Whether a corporation that holds a bingo
P.O. Box 2910                             commercial lessor license may convert to a
Austin, Texas 78768-2910                  limited partnership and related questions
Dear Representative Bosse:
The Bingo Enabling Act requires a bingo commercial lessor to be licensed. When a
corporation converts to a limited partnership pursuant to article 5.17 of the Texas Business
Corporation Act or when a limited partnership converts to a corporation pursuant to article 2.15 of
Texas Revised Limited Partnership Act, a state license held by the converting business entity
continues to be held by the converted entity in its new organizational form unless a particular
licensing or regulatory scheme prohibits or restricts continuation of the license. You generally ask
whether the Bingo Enabling Act precludes the continuation of a bingo commercial lessor license
when a licensed Texas corporation converts to a Texas limited partnership or a licensed Texas
limited partnership converts to a Texas corporation. You also ask whether the statute precludes the
transfer of the license from one type of Texas business entity to another.'
We conclude that the Bingo Enabling Act and the rules promulgated by the Texas Lottery
Commission under the statute do not preclude the continuation of a bingo commercial lessor license
upon the conversion of a Texas corporation to a Texas limited partnership or of a Texas limited
partnership to a Texas corporation. We also conclude that the converted corporation or limited
partnership must apply for an amended license to the extent its name or address differs from that
of the converting entity. Our conclusions assume, as do your questions, that the converted limited
partnership or corporation meets the eligibility requirements for a bingo commercial lessor license
and that each person who has a financial interest in or who is in any capacity a real party in interest
in the converting entity's bingo-related business does not change after the conversion. Finally, we
conclude that section 2001.160 of the Bingo Enabling Act does not permit a corporation that holds
a bingo commercial lessor license to transfer the license to a limited partnership, but it does permit
'Letter from Honorable Fred M. Bosse, Chair, Committee on Civil Practices, Texas House of Representatives,
to Honorable John Comyn, Texas Attorney General (July2, 2002) (on file with Opinion Committee) [hereinafter Request

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