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 90
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day after the date the instrument is signed. In order for the certificate to take effect under option C,
the entity must, within ninety (90) days of the filing of the certificate, 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 a document with a delayed effective date or condition, the computer records of the
secretary of state will be changed to 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. In addition, at the time of such filing, the
status of the entity will be shown as “in existence” on the records of the secretary of state.
Execution: The organizer must sign the certificate of formation, but it does not need to be notarized.
However, before signing, please read the statements on this form carefully. The designation or
appointment of a person as registered agent by an organizer is an affirmation that the person named
in the certificate of formation has consented to serve in that capacity. (BOC § 5.2011, effective
January 1, 2010)
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.
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 a certificate of formation for a for-profit
corporation is $300. 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 file-
stamped copy of the document, if a duplicate copy was provided as instructed.
FYI: A corporation is required to maintain a registered agent and a registered office address in
Texas. If the registered agent or registered office address changes, it is important to file a statement
with the secretary of state to effect a change to the certificate of formation. Failure to maintain a
registered agent and registered office may result in the involuntary termination of the corporation. In
addition, section 21.802 of the BOC provides a penalty for the failure to timely file a statement of
change of registered office or registered agent with the secretary of state. To be timely, the filing
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must be made by the corporation before the 30 day after the change.
Revised 05/11
Form 201
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