Form 427—General Information
(Certificate of Abandonment)
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
A filing instrument that has not taken effect may be abandoned by agreement of the parties to the
transaction. When the effectiveness of a filing instrument is conditioned on the occurrence of a future
event or fact and that event or fact does not occur, the parties to the filing instrument must file a
certificate of abandonment. The abandonment must be filed before the delayed effective date stated in
the instrument or the occurrence of the future event or satisfaction of fact that would cause the
instrument to be effective. To abandon the instrument, the parties must file a certificate of abandonment
with the secretary of state in accordance with section 4.057 of the Texas Business Organizations Code
(BOC).
If the effect of a filing instrument is conditioned on the occurrence of a future event or fact, other than
the passage of time, a statement confirming that each event or fact has been satisfied or waived must be
filed with the secretary of state not later than the 90
th
day after the instrument is filed (Form 805). If the
statement is not timely filed, the filing instrument does not take effect. A new filing instrument must be
filed in order to effectuate the transaction.
The certificate of abandonment may not be filed if the name of an entity that is a party to the transaction
has become unavailable. The certificate of abandonment may be filed however if the entity by or for
whom the certificate is filed changes its name in the manner provided by the applicable law governing
the filing entity (BOC § 4.057(e)).
Instructions for Form
• Entity Information: The certificate of abandonment must contain the legal name of the entity. If
the instrument to be abandoned is a merger, exchange or conversion, state the name of each entity
that is a party to the transaction. It is recommended that the file number assigned by the secretary of
state to the named entity or entities be provided to facilitate processing of the document.
• Instrument to be Abandoned: The certificate of abandonment must state the nature of the
instrument (type of filing), the date of filing of the instrument, and the names of all parties to the
instrument.
• Statement of Approval: The abandonment must state that the filing instrument has been abandoned
in accordance with the agreement of the parties.
• Execution: A certificate of abandonment must be signed on behalf of each entity that is a party to
the action or transaction by a person authorized to act on behalf of the entity. Generally, a governing
person or managerial official of the entity signs a filing instrument.
The certificate of abandonment 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
Form 427
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