Fill - Free fillable Form 3401: Telephone Solicitation Registration Statement (Texas Secretary of State) PDF form

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Telephone Solicitation

Registration Statement

Form 3401

(Revised 03/15)

Submit to:

Secretary of State

Registrations Unit

P.O. Box 13550

Austin, TX 78711-3550

512 475-0775

FAX: 512 475-2815

Filing Fee: $200.00

PLEASE CHECK: NEW RENEWAL

Please print or type. Use additional sheets of paper if necessary. Answer all questions. Please

indicate if question is not applicable.

1.) Seller's Name:

2.) Name under which seller intends doing business if different from above:

3.) The seller's business form (i.e. individual, sole proprietorship, firm, association, corporation,

partnership, joint venture, or other business entity) and place of organization is:

4.) If the seller is a corporation, attach a copy of it's articles of incorporation and bylaws; if a partnership, a

copy of the partnership agreement. If a limited liability company, its articles of organization and

regulations.

5.) If seller is operating under an assumed business name, the location where the assumed name has been

registered is:

6.) Attach a list of the name of each parent and affiliated organization of seller that will engage in business

transactions with purchasers relating to sales solicited by the seller or accepts responsibility for statements

made by, or acts of, the seller relating to sales solicited by the seller.

7.) For each organization listed in #6 above, give the type of business form and place of organization and

provide:

A. A copy of the articles of incorporation and bylaws, if a corporation;

B. A copy of the partnership agreement, if a partnership;

C. A copy of the articles of organization and regulations, if a limited liability company; and

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D. If operating under an assumed business name, the location where the assumed name has been

registered.

8.) Attach a list with the complete street address of each location of the seller, designating the principal

location from which the seller will be conducting business.

9.) If the principal business location is not in this state, designate below the main location in this state.

10.) List below each telephone number to be used by the seller and the address where each telephone is

located.

11.) Attach a list containing:

A. The name and title of each of the seller's officers, directors, trustees, general and limited

partners, sole proprietor, and owners, as applicable, and the name of each of those persons who

have management responsibilities in connection with the seller's business activities.

B. The complete address of the principal residence, the date of birth, the number and state of

issuance of the driver's license of each person whose name is disclosed under (A.) above.

12.) Attach a list with the name and principal residence address of each person in charge at each location

from which the seller does business in this state, and the business location at which each of these persons is

or will be in charge.

13.) With respect to #11 & #12 above, and pursuant to Section 302.152, Tex. Bus. & Com. Code, identify

each person:

A. Who has been convicted of or pleaded nolo contendere to a felony or misdemeanor involving an

alleged violation of Chapter 302, Tex. Bus. & Com. Code, or fraud, theft, embezzlement,

fraudulent conversion, or misappropriation of property;

B. Against whom a final judgment or order in a civil or administrative action has been entered,

including a stipulated judgment or order, in which the complaint or petition alleged acts constituting

a violation of Chapter 302, Tex. Bus. & Com. Code, fraud, theft, embezzlement, fraudulent

conversion, or misappropriation of property, the use of untrue or misleading representations in an

attempt to sell or dispose of real or personal property, or the use of unfair, unlawful, or deceptive

business practices;

C. Who is subject to an injunction or restrictive court order relating to business activity as the result

of an action brought by a federal, state, or local public agency, including an action affecting any

vocational license; or

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D. Who has, during the previous seven tax years, filed a bankruptcy, been adjudged a bankrupt,

been reorganized due to insolvency, or has been a principal, director, officer, trustee, general or

limited partner, or had management responsibilities of a corporation, partnership, joint venture, or

other business entity that has filed in bankruptcy, been adjudged a bankrupt, or been reorganized

due to insolvency while the person held that position or within one year after the date on which the

person last held that position.

Under (A), (B), and/or (C), identify the court or administrative agency rendering the conviction, judgment,

or order, the docket number of the matter, the date of conviction, judgment, or order, and the name of the

governmental agency, if any, that brought the action resulting in the conviction, judgment, or order.

Under (D), include the name and location of the person filing in bankruptcy, adjudged a bankrupt, or

reorganized due to insolvency, and include the date of the filing, judgment, or reorganization order, the

court having jurisdiction, and the docket number of the matter.

14.) Attach a list containing the name and principal residence address of each salesperson who solicits on

behalf of the seller or a copy of the "Employer's Quarterly Report" for employee wages the seller files with

the Texas Workforce Commission. Include the name the salesperson uses while soliciting.

15.) The name and address of the seller's agent in this state, other than the secretary of state, authorized to

receive service of process is:

***In addition to the above information, complete the enclosed "Appointment of the Secretary of State as

Agent of Service" form and return it with the registration statement.

16.) List below the name and address of each financial institution with which banking or similar monetary

transactions are made by the seller and the identification number of each of the seller's accounts in each

institution.

17.) Attach hereto the following information, as applicable.

A . A description of the items being offered for sale.

B . A copy of all sales information and literature, including scripts, outlines, instructions, and

information regarding the conduct of telephone solicitations, sample introductions, sample closings,

product information, and contest or premium-award information, provided by the seller to

salespersons or about which the seller informs salespersons, and a copy of all written material the

seller sends to any purchaser.

C. When the seller represents or implies, or directs salespersons to represent or imply, to the

purchaser that the purchaser will receive a specific item, including a certificate that the purchaser

must redeem to obtain the item described in the certificate, or one or more items from among

designated items, whether the items are denominated as gifts, premiums, bonuses, prizes, or

otherwise, provide:

1. A list of the items described;

2. The value of each item and the basis for the valuation;

3. The price paid by the seller to its supplier for each item and the name, address, and

telephone number of each item's supplier;

4. All rules, regulations, terms and conditions a purchaser must meet in order to receive the

item.

D. If a purchaser is to receive fewer than all of the items identified by a seller as described in (C),

state:

1. the manner in which the seller decides which item a particular purchaser is to receive;

2. for each item, the odds of a single purchaser's receiving the item; and

3. the name and address of each recipient who has received, during the preceding 12

months, or if the seller has not been in business that long, during the period the seller has

been in business, the items having the greatest value and the item with the smallest odds of

being received.

E. If a seller is offering an item that the seller neither manufactures nor supplies, provide the name,

address, and telephone number of each of the seller's suppliers and a description of each item

provided by the supplier.

F. If the possession of the item is to be retained by the seller or will not be transferred to the

purchaser until the purchaser has paid in full, provide the address of each location where the item

will be kept.

G. If an item described in (F) is not kept on premises owned by the seller or at an address listed on

#8 or #9 of this form:

1. state the name of the owner of the business at which the item will be kept; and

2. provide a copy of any contract or other document that evidences the seller's right to store

the item at the address given in (F) above.

H. If the seller is not selling the item from its own inventory but purchases the item to fill an order

already taken from a purchaser, attach copies of all contracts or other documents evidencing the

seller's ability to call on suppliers to fill the seller's order;

I. If the seller represents to purchasers that the seller has insurance or a surety bond of any type

relating to a purchaser's purchase of any item, attach a complete copy of each insurance policy and

bond.

J. If the seller makes any representation as to the post-purchase earning or profit potential of an

item, submit data to substantiate the claims made.

K. If the representation relates to previous sales made by the seller or a related entity, provide

substantiating data based on the experiences of at least 50 percent of the persons who purchased

that particular type of item from the seller or related entity during the preceding six months, or if the

seller or related entity has not been in business that long, during the period the seller or related

entity has been in business, including:

1. the length of time the seller or related entity has been selling the particular type of item

being offered;

2. the number of purchasers of the item from the seller or related entity known to the seller

or related entity to have made at least the same earnings or profit as those represented; and

3. the percentage that the number disclosed under (2) above represents of the total number

of purchasers from the seller or related entity of the particular type of item offered.

L. If the seller is offering to sell an interest in oil, gas, or a mineral field, well, or exploration site,

state:

1. the seller's ownership interest, if any, in each field, well, or site being offered for sale; and

2. the total number of interests to be sold in each field, well, or site being offered for sale.

M. If, in selling an interest in any particular field, well, or site, reference is made to an investigation

of the field, well, or site by the seller or anyone else, provide:

1. the name, business address, telephone number, and professional credentials of the person

who made the investigation; and

2. a copy of the report and other documents relating to the investigation prepared by the

person.

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______________________ _______________________ _____________.

Executed the day of , at

, , (Give City, County & State)

BY:

(Signature of Principal)

(Printed Name & Title)

BY:

(Signature of Principal)

(Printed Name & Title)

BY:

(Signature of Principal)

(Printed Name & Title)

BY:

(Signature of Principal)

(Printed Name & Title)

State of

County of

Before me, a notary public, on this day personally appeared

known to me to be the persons whose names are subscribed to the foregoing document and, being duly sworn,

declared that the statements therein contained are true and correct.

Given under my hand and seal of office this day of , .

(Notary Signature)

(seal)

(Printed Name)

My commission expires

(The above verification statement must be completed and signed by each principal of the seller.

Additional verifications may be added for additional signers if needed.) "Principal" means an owner, an

executive officer of a corporation, a general partner of a partnership, a sole proprietor, a trustee of a

trust, or another individual with similar supervisory functions with respect to any person. "Owner"

means a person who owns, controls, or otherwise has claim to 10 percent or more of the net income of a

seller.

Reset

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Mail the completed registration statement with the $200 filing fee and the appropriate $10,000 security

deposit to:

SECRETARY OF STATE

REGISTRATIONS UNIT

P. O. BOX 13550

AUSTIN, TX 78711-3550

**** SELLERS ARE REQUIRED TO FILE A QUARTERLY UPDATE ADDENDUM, COMPUTED FROM THE

EFFECTIVE DATE OF REGISTRATION, PROVIDING ALL REQUIRED REGISTRATION INFORMATION FOR

ALL SALESPERSONS WHO ARE CURRENTLY SOLICITING OR HAVE SOLICITED ON BEHALF OF THE

SELLER AT ANY TIME DURING THE PERIOD BETWEEN THE FILING OF THE REGISTRATION

STATEMENT OR THE LAST ADDENDUM AND THE CURRENT ADDENDUM. FOR THE PURPOSES OF

COMPLIANCE WITH THIS SECTION, THE SELLER MAY PROVIDE A COPY OF THE "EMPLOYER'S

QUARTERLY REPORT" FOR EMPLOYEE WAGES IT FILES WITH THE TEXAS WORKFORCE

COMMISSION.

IF A MATERIAL CHANGE OCCURS OTHER THAN THAT MENTIONED IN THE PARAGRAPH ABOVE, THE

SELLER SHALL SUBMIT THAT INFORMATION TO THE SECRETARY OF STATE BY FILING AN UPDATE

ADDENDUM.

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