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TEXAS SECRETARY OF STATE:
CORPORATIONS AND LLC'S
The Corporations Section is responsible for the receipt, filing and
permanent maintenance and retention of documents that create or
affect business organizations and non-profit entities under the
following Texas statutes:
In addition, the Section reviews state trade and service mark
applications pursuant to Chapter
16, Business & Commerce Code.
The Section also provides records information by telephone and email
and provides plain and certified copies upon request. Although the
Section continues to accept documents by fax and mail, an increasing
number of documents are received through electronic submission on SOSDirect.
For questions regarding specific information not found on our
website or contact information for specific areas of the Section,
please Contact
Us.
Corporations Section Forms
The secretary of state has promulgated certain forms designed to
meet statutory requirements and facilitate filings with the office.
Use of the forms is permissive.
Selection or completion of a form found on this web site is the
responsibility of the user and the user's attorney. The
forms and information provided by the secretary of state are not
intended to provide legal advice or to substitute for the advice of
an attorney. If
you have specific legal questions, consult your attorney.
Online access to the business entity and UCC databases is available
through SOSDirect.
For information on SOSDirect or to subscribe, call (512) 475-2755.
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These forms are for filing domestic business and nonprofit
entity formations, foreign entity registrations, amendments,
terminations, and other business filings with the secretary
of state. |
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These forms are for filing Professional Association Annual
Statements and Periodic Reports for Limited Partnerships and
Nonprofit Corporations. |
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These forms are for filing trademark applications, renewals,
assignments, and transfers. |
Business and Nonprofit Forms
Formation of Business Entities and
Nonprofit Corporations Under the Texas Business Organizations Code:
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Form Number
|
Description
|
|
*201
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Certificate of Formation for a For-Profit
Corporation -
Form to be used to incorporate a for-profit corporation. Rev.
05-11 (# of
pages - 6) (Word
144kb, PDF
128kb) |
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*202
|
Certificate of Formation for a Nonprofit Corporation -
Form to be used to incorporate a nonprofit corporation. Rev.
05-11 (# of
pages - 8) (Word
152kb, PDF
142kb) |
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*203
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Certificate of Formation for a Professional
Corporation -
Form to be used to form a professional corporation. Rev.
05-11 (# of
pages - 7) (Word
145kb, PDF
148kb) |
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*204
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Certificate of Formation for a Professional
Association -
Form to be used to form a professional association. Rev.
06-11 (# of
pages - 7) (Word
160kb, PDF
96kb) |
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*205
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Certificate of Formation for a Limited Liability
Company -
Form to be used to form a limited liability company. Rev.
05-11 (# of
pages - 6) (Word
158kb, PDF
98kb) |
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*206
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Certificate of Formation for a Professional Limited
Liability Company -
Form to be used to form a professional limited liability
company. Rev.
06-11 (# of
pages - 7) (Word
167kb, PDF
99kb) |
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*207
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Certificate of Formation for a Limited Partnership -
Form to be used to form a limited partnership. Rev.
05-11 (# of
pages - 6) (Word
155kb, PDF
88kb) |
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208
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Uniform Unincorporated Nonprofit Association Summary -
Summary of the Texas Uniform Unincorporated Nonprofit
Association Act. Rev.
12-10 (# of
pages - 2) (Word
38kb, PDF
30kb) |
Registering Out-of-State Entities to
Transact Business In Texas Under the Business Organizations Code:
|
Form Number
|
Description
|
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*301
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For-Profit Corporation Application for Registration -
Application by a foreign for-profit corporation to transact
business in Texas. Rev.
05-11 (# of
pages - 7) (Word
149kb, PDF
102kb) |
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*302
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Nonprofit Corporation Application for Registration -
Application by a foreign nonprofit corporation to transact
business in Texas. Rev.
05-11 (# of
pages - 8) (Word
190kb, PDF
99kb) |
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*303
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Professional Corporation Application for
Registration -
Application by a foreign professional corporation to
transact business in Texas. Rev.
05-11 (# of
pages - 8) (Word
158kb, PDF
140kb) |
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*304
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Limited Liability Company Application for
Registration -
Application by a foreign limited liability company to
transact business in Texas. Rev.
05-11 (# of
pages - 8) (Word
173kb , PDF
121kb) |
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*305
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Professional Limited Liability Company Application
for Registration -
Application by a foreign professional limited liability
company to transact business in Texas. Rev.
05-11 (# of
pages - 8) (Word
178kb, PDF
120kb) |
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*306
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Limited Partnership Application for Registration -
Application by a foreign limited partnership to transact
business in Texas. Rev.
05-11 (# of
pages - 8) (Word
167kb, PDF
126kb) |
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*307
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Limited Liability Partnership Application for
Registration -
Application by a foreign limited liability partnership or
limited liability limited partnership to transact business
in Texas. Rev.
05-11(# of pages - 6) (Word
115kb, PDF
67kb) |
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308
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Renewal of Limited Liability Partnership Application
for Registration -
Form for renewing the application of a limited liability
partnership or a limited liability limited partnership to
transact business in Texas. Rev.
05-11 (# of
pages - 6) (Word
111kb, PDF
156kb) |
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*309
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Out-of-State Financial Institution Application for
Registration -
Application by an out-of-state financial institution to
transact business in Texas. Rev.
05-11 (# of
pages - 6) (Word
142kb, PDF
189kb) |
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311
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Professional Association Application for
Registration -
Application by a foreign professional association to
transact business in Texas. Rev.
05-11 (# of
pages - 9) (Word
159kb, PDF
79kb) |
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312
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BusinessTrust/Real Estate Investment Trust or Other
Foreign Entity Application for Registration -
Application by business trust, real estate investment trust
or other foreign entity with limited liability to transact
business in Texas. Rev.
05-11 (# of
pages - 8) (Word
175kb, PDF
164kb) |
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313
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Series Limited Liability Company Application for
Registration –
Application by a foreign series limited liability company to
transact business in Texas. Rev.
05-11 (# of
pages - 9) (Word
185kb, PDF
125kb) |
Amending or Correcting a Filing Including
Changing the Registered Agent or Registered Office or Resigning as
Registered Agent:
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Form Number
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Description
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*401
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Change of Registered Agent and/or Registered Office -
Form for changing the registered agent and/or registered
office of any type entity. Rev.
05-11 (# of
pages - 5) (Word
103kb, PDF
94kb) |
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401-A
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Consent of Registered Agent to Appointment -
Form that may be used to evidence the consent of a person
designated or appointed as registered agent. Rev. 12-09 (#
of pages - 3) (Word
86kb,PDF
38kb) |
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402
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Statement of Resignation of Registered Agent -
Form for use by the registered agent of an entity to resign
the position. Rev.
01-10 (# of
pages - 2) (Word
70kb, PDF
49kb) |
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403
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Articles/Certificate of Correction -
Form for correcting a previous filing by any type entity. Rev.
05-11 (# of
pages - 6) (Word
131kb, PDF
74kb) |
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406
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Amendment to Registration -
Form for amending the registration of a foreign filing
entity. Rev.
05-11 (# of
pages - 5) (Word
100kb, PDF
306kb) |
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407
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Amendment to Registration - Foreign Limited
Liability Partnership -
Form for amending the registration of an out-of-state
limited liability partnership. Rev.
05-11 (# of
pages - 6) (Word
117kb,PDF
72kb) |
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408
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Statement of Change of Address by a Registered Agent -
Form for a registered agent to change the registered office
address. Rev.
05-11 (# of
pages - 7) (Word
170kb, PDF
117kb) |
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411
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Amended Registration - Out-of-state Financial
Institution -
Form for amending the registration of an out-of-state
financial institution. Rev.
05-11 (# of
pages - 5) (Word
92kb, PDF
83kb) |
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412
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Amended Registration - Foreign Limited Partnership -
Form for amending the registration of a foreign limited
partnership. Rev.
05-11 (# of
pages - 7) (Word
128kb, PDF
93kb) |
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414
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Restated Certificate of Formation with New
Amendments -
Form for filing a restated certificate of formation that is
to take the place of the previous certificate of formation
and that makes additional amendments to text. Rev.
05-11 (# of
pages - 9) (Word
129kb, PDF
143kb) |
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415
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Restated Certificate of Formation without Further
Amendments -
Form for filing a restated certificate of formation that is
to take the place of the previous certificate of formation
as previously amended. Rev.
05-11 (# of
pages - 6) (Word
99kb, PDF
112kb) |
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422
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Amendment to Registration To Disclose a Change
Resulting from a Conversion or Merger -
Form used to amend the registration of a foreign filing
entity to effect a transfer of the registration to a
successor entity after a merger or conversion. Rev.
05-11 (# of
pages - 4) (Word
95kb, PDF
76kb) |
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*424
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Certificate of Amendment -
Form for amending the certificate of formation of a domestic
entity.(Online filings limited to name changes.) Rev.
05-11 (# of
pages - 8) (Word
135kb, PDF
129kb) |
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425
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Restriction on the Transfer of Shares -
Form for filing a statement regarding a bylaw or agreement
that restricts the transfer of shares or other securities by
a for-profit corporation. Rev.
05-11 (# of
pages - 4) (Word
75kb, PDF
44kb) |
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426
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Resolution Relating to a Series of Shares -
Form for filing a statement relating to an action with
respect to a series of shares by a for-profit corporation. Rev.
05-11 (# of
pages - 4) (Word
77kb,PDF
49kb) |
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427
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Certificate of Abandonment -
Form for abandoning a filed instrument that has not taken
effect.Rev. 05-11 (#
of pages - 3) (Word
71kb, PDF
38kb) |
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428
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Rejection of Appointment -
Form that may be used by a person named as an entity’s
registered agent to terminate the appointment as registered
agent when the designation or appointment was made on or
after January 1, 2010 and without that person’s consent. Rev.
01-10 (# of
pages - 2) (Word
60kb, PDF
35kb) |
Reserving or Registering a Name Under the
Texas Business Organizations Code; Filing or Abandoning an Assumed
Name:
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Form Number
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Description
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*501
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Name Reservation -
Form for reserving a name for later use. Rev.
05-11 (# of
pages - 4) (Word
108kb , PDF
97kb) |
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*502
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Name Registration -
Form for registering the name of an out-of-state entity that
is not qualified to transact business in the state. Rev.
05-11 (# of
pages - 4) (Word
84kb, PDF
70kb) |
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*503
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Assumed Name -
Form for filing an assumed name of an entity. Rev.
05-11 (# of
pages - 5) (Word
125kb, PDF
74kb) |
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504
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Statement of Abandonment of an Assumed Name -
Form for abandoning an assumed name certificate before the
expiration of its term of registration. Rev.
05-11 (# of
pages - 4) (Word
107kb,PDF
69kb) |
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505
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Renewal of Registration of an Entity Name -
Form for renewal of registration of entity names.Rev.
05-11 (# of
pages - 4) (Word
86kb, PDF
53kb) |
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506
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Notice of Transfer of Reservation of an Entity Name -
Form for transferring an effective name reservation from the
current applicant to another person. Rev.
05-11 (# of
pages - 3) (Word
78kb,PDF
52kb) |
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507
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Notice of Withdrawal of Reservation of an Entity
Name -
Form for withdrawing a reserved name before the expiration
of the reservation period. Rev.
01-06 (# of
pages - 2) (Word
60kb , PDF
31kb) |
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508
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Notice of Withdrawal of Registration of an Entity
Name -
Form for withdrawing a current name registration before the
expiration of the term of registration. Rev.
05-11 (# of
pages - 2) (Word
60kb,PDF
34kb) |
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509
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Consent to Use of Similar Name -
Form for the holder of an existing name to consent to the
use of a similar name. Rev.
12-10 (# of
pages - 2) (Word
72kb, PDF
271kb) |
Termination of a Domestic Entity;
Withdrawal or Termination of an Out-of-State Entity; Merger;
Conversion:
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Form Number
|
Description
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*608
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Certificate of Withdrawal -
Form for surrendering the registration of a foreign filing
entity, other than a foreign limited liability partnership,
and withdrawing from the state. Rev.
05-11 (# of
pages - 5) (Word
106kb, PDF
74kb) |
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*609
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Withdrawal of Foreign Limited Liability Partnership
Registration -
Form for withdrawing the registration of an out-of-state
limited liability partnership. Rev.
05-11 (# of
pages - 4) (Word
92kb,PDF
75kb) |
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612
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Termination of Registration -
Form for terminating the registration of a foreign entity
that has ceased to exist in its jurisdiction of formation. Rev.
05-11 (# of
pages - 4) (Word
78kb, PDF
45kb) |
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621
|
Certificate of Merger - Domestic Entity Divisional
Merger -
Form used to effect a merger that divides a Texas entity
into two or more new Texas entities or other organizations. Rev.
05-11 (# of
pages - 7) (Word
138kb, PDF
72kb) |
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622
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Certificate of Merger -
Form used to effect a merger that combines one or more Texas
entities with one or more organizations. Rev.
05-11 (# of
pages - 8) (Word
200kb, PDF
92kb) |
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623
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Certificate of Merger - Parent-Subsidiary -
Form used to effect a merger of a parent organization with a
subsidiary organization when the parent is to survive the
merger. Rev.
05-11 (# of
pages - 7) (Word
202kb, PDF
91kb) |
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624
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Certificate of Merger for Nonprofit Corporation -
Form used to effect a merger when each party to the merger
is a nonprofit corporation. Rev.
05-11 (# of
pages - 8) (Word
167kb, PDF
92kb) |
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631
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Certificate of Conversion of a Corporation
Converting to a General Partnership -
Form for converting a Texas for-profit or professional
corporation to a domestic or foreign general partnership.Rev.
05-11 (# of
pages - 5) (Word
108kb, PDF
82kb) |
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632
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Certificate of Conversion of a Corporation
Converting to a Limited Liability Company -
Form for converting a corporation to a limited liability
company. Rev.
05-11 (# of
pages - 5) (Word
115kb, PDF
61kb) |
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633
|
Certificate of Conversion of a Corporation
Converting to a Limited Partnership -
Form for converting a corporation to a limited partnership. Rev.
05-11 (# of
pages - 5) (Word
121kb, PDF
68kb) |
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634
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Certificate of Conversion of a Corporation
Converting to a Real Estate Investment Trust -
Form for converting a Texas for-profit or professional
corporation to a domestic or foreign real estate investment
trust. Rev.
05-11 (# of
pages - 5) (Word
102kb, PDF
48kb) |
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635
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Certificate of Conversion of a Limited Liability
Company Converting to a General Partnership -
Form for converting a Texas limited liability company to a
domestic or foreign general partnership. Rev.
05-11 (# of
pages - 5) (Word
114kb, PDF
57kb) |
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636
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Certificate of Conversion of a Limited Liability
Company Converting to a Corporation -
Form for converting a limited liability company to a
corporation. Rev.
05-11 (# of
pages - 5) (Word
114kb, PDF
65kb) |
|
637
|
Certificate of Conversion of a Limited Liability
Company Converting to a Limited Partnership -
Form for converting a limited liability company to a limited
partnership. Rev.
05-11 (# of
pages - 5) (Word
123kb, PDF
66kb) |
|
638
|
Certificate of Conversion of a Limited Liability
Company Converting to a Real Estate Investment Trust -
Form for converting a Texas limited liability company to a
domestic or foreign real estate investment trust. Rev.
05-11 (# of
pages - 5) (Word
103kb, PDF
47kb) |
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641
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Certificate of Conversion of a Limited Partnership
Converting to a General Partnership -
Form for converting a Texas limited partnership to a
domestic or foreign general partnership. Rev.
05-11 (# of
pages - 5) (Word
114kb, PDF
56kb) |
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642
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Certificate of Conversion of a Limited Partnership
Converting to a Limited Liability Company -
Form for converting a limited partnership to a limited
liability company. Rev.
05-11 (# of
pages - 5) (Word
133kb, PDF
63kb) |
|
643
|
Certificate of Conversion of a Limited Partnership
Converting to a Corporation -
Form for converting a limited partnership to a corporation. Rev.
05-11 (# of
pages - 5) (Word
123kb, PDF
66kb) |
|
644
|
Certificate of Conversion of a Limited Partnership
Converting to a Real Estate Investment Trust -
Form for converting a Texas limited partnership to a
domestic or foreign real estate investment trust. Rev.
05-11 (# of
pages - 5) (Word
112kb, PDF
56kb) |
|
645
|
Certificate of Conversion of a Professional
Association Converting to a Professional Limited Liability
Company -
Form for converting a foreign or domestic professional
association to a foreign or domestic professional limited
liability company. Rev.
05-11 (# of
pages - 6) (Word
120kb, PDF
80kb) |
|
646
|
Certificate of Conversion of a Texas General
Partnership Converting to a Texas Filing Entity -
Form for converting a Texas general partnership to a Texas
filing entity. Rev.
05-11 (# of
pages - 5) (Word
129kb, PDF
98kb) |
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647
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Information on Converting a Foreign Entity to a
Texas Filing Entity –
Summary of requirements under the Texas Business
Organizations Code with checklist. Rev.
05-11 (# of
pages - 2) (Word
72kb, PDF
56kb) |
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*651
|
Certificate of Termination of a Domestic Entity -
Form for terminating the existence of a domestic filing
entity, other than a nonprofit corporation or cooperative
association. Rev.
05-11 (# of
pages - 5) (Word
144kb, PDF
104kb) |
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*652
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Certificate of Termination - Nonprofit Corporation
or Cooperative Association -
Form for terminating the existence of a nonprofit
corporation or cooperative association. Rev.
05-11 (# of
pages - 6) (Word
173kb, PDF
71kb) |
Domestic Limited Liability
Partnerships; Appointment of an Agent by Financial Institutions and
Unincorporated Associations:
|
Form Number
|
Description
|
|
*701
|
Limited Liability Partnership Application -
Form for registration of a domestic partnership as a limited
liability partnership or limited liability limited
partnership. Rev.
09-11 (# of
pages - 3) (Word
91kb, PDF
93kb) |
|
703
|
Limited Liability Partnership Renewal -
Form for renewing the registration of a domestic limited
liability partnership. Rev.
09-11 (# of
pages - 3) (Word
80kb, PDF
47kb) |
|
704
|
Notice of
Withdrawal of Registration of a Texas Limited Liability
Partnership -
Form for withdrawing the registration of a Texas limited
liability partnership before the expiration of its term of
registration. Rev.
05-11 (# of
pages - 4) (Word
82kb, PDF
76kb) |
|
706
|
Appointment of Statutory Agent -
Form for a Texas financial institution, an unincorporated
nonprofit association, or a defense base development
authority to appoint an agent for service of process. Rev.
05-11 (# of
pages - 4) (Word
88kb, PDF
58kb) |
|
707
|
Amendment of Appointment of Statutory Agent -
Form for amending the statement appointing a statutory
agent. Rev.
05-11 (# of
pages - 4) (Word
94kb, PDF
62kb) |
|
708
|
Resignation of Appointed Statutory Agent -
Form which may be used to resign as the agent for service of
process of a Texas financial institution, an unincorporated
nonprofit association, or a defense base development
authority. Rev.
12-09 (# of
pages - 2) (Word
72kb, PDF
56kb) |
|
709
|
Cancellation of Appointment of Statutory Agent -
Form for canceling the appointment of a statutory agent of a
Texas financial institution, an unincorporated nonprofit
association, or a defense base development authority. Rev.
05-11 (# of
pages - 2) (Word
75kb, PDF
68kb) |
|
722
|
Amendment to Registration of a Limited Liability
Partnership -
Form for amending a domestic limited liability partnership’s
registration. Rev.
05-11 (# of
pages - 4) (Word
101kb, PDF
60kb) |
Reinstatement; Fee Schedule; Other
Filing Aids:
|
Form Number
|
Description
|
|
*801
|
Application for Reinstatement and Request to Set
Aside Tax Forfeiture -
Form to be used by an entity when applying to reinstate its
existence or registration after its forfeiture under the Tax
Code. (Limited
to tax forfeiture reinstatements.) Rev.
05-11 (# of
pages - 3) (Word
178kb, PDF
87kb) |
|
805
|
Statement of Event or Fact -
Form for filing the statement required to effect a filing
instrument when the effectiveness of the instrument was
delayed on the occurrence of a future event or fact.Rev.
06-11 (# of
pages - 4) (Word
73kb, PDF
40kb) |
|
806
|
Fee Schedule -
Listing of all Corporations Section fees. Rev.
09-12 (# of
pages - 5) (Word
163kb ,PDF
67kb) |
|
807
|
Payment Form -
Form for use in transmitting credit card, LegalEase, or
client account payment information when filing documents by
facsimile. Rev.
11-11 (# of
pages - 1) (Word
137kb, PDF
60kb) |
|
811
|
Reinstatement -
Form to be used by an entity in applying for reinstatement
of its certificate of formation or its registration after
the entity has been terminated or revoked for non-tax
reasons.Rev. 05-11 (#
of pages - 5) (Word
135kb , PDF
336kb) |
|
812
|
Statement of Operation as a Close Corporation -
Form for filing statement that corporation is a close
corporation that is operating pursuant to a shareholders’
agreement. Rev.
05-11 (# of
pages - 2) (Word
60kb, PDF
34kb) |
|
813
|
Statement Terminating Close Corporation Status -
Form for filing statement that terminates the close
corporation status of a Texas for-profit or professional
corporation. Rev. 05-11 (#
of pages - 3) (Word
66kb , PDF
37kb) |
Form to be Used by a Foreign
Corporate Fiduciary to Appoint the Secretary of State as the Agent
for Service of Process:
|
Form Number
|
Description
|
|
908
|
Foreign Corporate Fiduciary Probate Code Filing -
Form to be used by a foreign corporate fiduciary to comply
with Section 105A of the Texas Probate Code to appoint the
secretary of state as its agent for service of process and
file a certificate of designation. Rev.
01-06 (# of
pages - 4) (Word
88kb, PDF
84kb) |
Foreign or Out-of-State Entities
Whether an entity is domestic or foreign does not depend on the
location of the principal business office. Instead, it depends on
where the entity was formed and what law governs its internal
affairs. If an
organization was formed under, and the internal affairs are governed
by, the laws of a jurisdiction other than Texas, the organization is
a “foreign entity.”We sometimes refer to foreign entities
as out-of-state entities to reinforce the concept that entities
formed in other U.S. states are foreign entities, as well as
entities formed outside of the United States.
Registration Requirements
Section 9.001 of the
Texas Business Organizations Code (“BOC”) requires the following
types of foreign entities to file an application for registration
with the Texas secretary of state if the entity is “transacting
business” in Texas:
- corporations;
- limited partnerships;
- limited liability partnerships;
- limited liability companies;
- business trusts;
- real estate investment trusts;
- cooperatives;
- public or private limited companies;
- any other foreign entity that, if formed in Texas, would be
formed as a corporation, limited partnership, limited liability
company, professional association, cooperative, or real estate
investment trust; and
- any other foreign entity that affords limited liability
under the law of its jurisdiction of formation for any owner or
member.
Other laws or circumstances may also be reasons for registration.
-
Section 201.102 of
the Texas Finance Code requires an out-of-state
financial institution to
register with the secretary of state before opening a branch or
other office in Texas.
- It has been the practice of the Texas Department of
Insurance to refuse a non-resident agency license for a foreign
entity unless the entity has registered with the secretary of
state. HB
2503, passed in the 2011 Legislative Session, removes this
requirement effective 09/01/2011.
- Some banks will not do business with an unregistered foreign
entity, despite that BOC
§ 9.251 states
that maintaining a bank account in this state is not, in and of
itself, transacting business in Texas.
Register Online
Name Requirements
A foreign entity registering to transact business in Texas must
register under a name that:
- contains a recognized term of organization for the entity
type as listed in sections
5.054 to 5.059 of
the BOC;
- does not contain any word or phrase that indicates or
implies that the entity is engaged in a business that the entity
is not authorized to pursue; and
- is available in Texas, that is, is not the same as,
deceptively similar to, or similar to the name of any existing
domestic or foreign filing entity, or any name reservation or
registration filed with the secretary of state. (Similar names
are available with consent.)
View our name availability rules.
You may request a preliminary name availability determination by
calling (512) 463-5555 or by email.
Registration Under a Fictitious Name
If the entity’s legal name does not meet the above requirements
(other than a similar name for which the entity has obtained
consent), the entity must register in Texas under an assumed name
(d/b/a). This special type of assumed name is often referred to as a
fictitious name.
- A fictitious name is a special type of assumed name because,
unlike other assumed names, a fictitious name must meet the
above requirements.
- A foreign entity that registers to transact business under a
fictitious name is stating that the entity will transact
business in Texas under that name.BOC
§ 9.004.
- A foreign entity registering under a fictitious name must
file assumed name certificates with the secretary of state (Form
503 (Word
125kb, PDF
74kb)) and the appropriate county or counties.
Where to file assumed name certificates.
The name requirements for registration to transact business in
Texas do not affect trademark or other intellectual property rights.
A certificate of registration or assumed name certificate does not
authorize use of the name in violation of another person’s legal
rights and does not, in and of itself, offer any trademark
protection. See Trademark
FAQs for more
information.
Determining Whether to Register
Texas statutes do not define “transacting business.” Helpful
resources to determine whether an entity’s activities in Texas
require registration include:
-
BOC § 9.251, which lists activities that are not considered
transacting business;
- Case law from Texas and other U.S. jurisdictions regarding
foreign qualification;
- Texas Attorney
General Opinions; and
- Private attorneys familiar with corporate law.
Another helpful resource may be the comptroller’s Texas
Nexus Questionnaire, used by the comptroller to determine if a
foreign entity is “doing business” in Texas for tax purposes.
- The threshold level of activity required for a tax nexus is
generally lower than the threshold level of activity that
requires registration with the secretary of state.
- Therefore, if the Texas Nexus Questionnaire results in a
determination of “no nexus,” the entity is probably not
transacting business in Texas either.
- On the other hand, if the Texas Nexus Questionnaire results
in a determination of “nexus,” the entity should consider
registration.
- Remember that, for registration with the secretary of
state, the Texas Nexus Questionnaire can be a useful tool, but
does not give a definitive answer.
Don’t forget that even if you determine that your entity is not
transacting business in Texas under the BOC, you may need to
register under other law, such as the Insurance or Finance Codes.
No member of the secretary of state staff can determine whether
an entity is transacting business in Texas or needs to file an
application for registration. Determining whether to register is a
business decision that may have tax consequences, raise legal
issues, or impact licensing from another agency or state board.
Penalties for Not Registering
Failure to register can result in penalties, including:
- Inability to maintain an action, suit, or proceeding in a
Texas court until registration;
- Injunction from transacting business in Texas;
- Civil penalty equal to all fees and taxes that would have
been imposed if the entity had registered when first required;
and
- Late filing fees owed to the secretary of state by an entity
registering more than 90 days after first transacting business
in Texas.
How Do I Calculate My Late Filing Fees?
Late filing fees are determined by multiplying the number of whole
or partial calendar years that have passed since the date the entity
initially transacted business in Texas times the registration fee.
- For nonprofit corporations and cooperative associations, the
registration fee is $25.
- For all other entities, the registration fee is $750.
- Example: A for-profit corporation that has been transacting
business in Texas since June 1, 2007 would owe $3,000 in late
filing fees if registering on December 1, 2010. The total fees
due with the application for registration would therefore be
$3,750.
(The following entity types are not charged late fees for years
prior to 2006: professional corporations, professional associations,
business trusts, real estate investment trusts, and other foreign
entities not required to register under prior law.)
Try Our Late Fees Calculator! (XLS,
63kb)
Limitation of Late Fees
If your entity will be assessed more than five years of late
penalties, and you meet certain criteria, you may request that the
secretary of state limit the fees you owe. The secretary of state
will cap the late fees at five years for an entity that (1) submits
a certificate
of account status evidencing
good standing with the comptroller’s office; and (2) certifies to
the truth of the following statements:
- The entity has satisfied all of its franchise, sales, and
other tax obligations with the Texas Comptroller of Public
Accounts. A true and correct Certificate of Account Status is
attached showing that the entity is in good standing with the
Texas Comptroller of Public Accounts.
- The entity does not owe any other taxes, fees, or
assessments that are administered by any other Texas state
agency.
- The entity has not received a letter from the Office of the
Secretary of State regarding the need to submit an application
for registration, or if it has received such a letter, it has
responded to the secretary of state within 45 days.
The general policy of the secretary of state is that we do not waive
late fees for foreign entities, aside from the five year fee cap, if
applicable. If an entity believes it has unique circumstances and
wishes to appeal the assessment of late fees, the appeal shall be in
writing and may be sent by email,
fax to 512-475-2781 or mail to P.O. Box 13697, Austin, TX
78711-3697, Attn: Corporations Attorneys.
Special Issues for Limited Liability Limited Partnerships (LLLPs)
A foreign limited liability limited partnership transacting business
in Texas must apply for two certificates of registration. An LLLP
transacting business in Texas must register as both a limited
partnership and as a limited liability partnership.
Other Issues for Foreign Entities in Texas
Texas Taxes
Permits and Licenses
There is no general business license in Texas; however, depending
upon the type of business the entity engages in, additional
licensing requirements from other Texas agencies might apply.
Employer Issues
Ready to Register?
Back to Top
Guides and Resources
Start-Up Guides
-
Texas Business Portal: Offered as part of Texas.gov
(formerly TexasOnline), the award-winning official eGovernment
web site for the State of Texas, providing citizens, local
government, and state agencies with a single, secure structure
to conduct business over the Internet.
-
Small Business Assistance: Information provided by the Small
Business Advocacy of the Governor’s Office, includes information
on business structure, EINs, business taxes, and employer
requirements.
-
Texas Business Advisor: Business start-up information
offered by the Texas Comptroller of Public Accounts.
-
Business.gov: Managed by the U.S. Small Business
Administration, this official site of the U.S. Government
provides access to Federal, state, and local information for
small business owners.
-
Small Business Planner: A tool provided from the U.S. Small
Business Administration containing resources for every stage of
business.
Small Business Resources
Permits and Licenses
Patents, Trademarks and Copyrights
Securities Issues
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