Fillable Form 652General Information: (Certificate of Termination of a (Texas Secretary of State)

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Form 652General Information: (Certificate of Termination of a (Texas Secretary of State)

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Form 652—General Information
(Certificate of Termination of a Domestic Nonprofit Corporation or Cooperative Association)
The attached form is designed 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
When the owners, members or governing authority of a domestic entity have determined that the
existence of an entity should terminate, or there is an occurrence of an event specified in the governing
documents requiring the winding up, dissolution or termination of a domestic entity, the entity should
follow the procedures for winding up the business and affairs of the entity in the manner provided in
chapter 11 of the Texas Business Organizations Code (BOC). On completion of the winding up process,
a filing entity must file a certificate of termination with the secretary of state. This form is only
applicable to the termination of a nonprofit corporation or a cooperative association.
Instructions for Form
Items 1-4—Entity Information: The certificate of termination must contain the legal name of the
entity and the file number assigned by the secretary of state. It is recommended that the entity type
and date of formation be provided to facilitate processing of the document. Note that this form
should only be used for the termination of a nonprofit corporation or a cooperative association.
Item 5—Governing Persons: The certificate of termination must set forth the name and address of
each of the filing entity’s governing persons. In general, a nonprofit corporation must have at least
three directors, and a cooperative association must have three liquidating trustees. Set forth the
name of the individual in the format specified. Do not use prefixes (e.g., Mr., Mrs., Ms.). Use the
suffix box only for titles of lineage (e.g., Jr., Sr., III) and not for other suffixes or titles (e.g., M.D.,
Ph.D.). An address is always required for each governing person.
Please note that a document on file with the secretary of state is a public record that is subject to public
access and disclosure. When providing address information for governing persons, use a business or
post office box address rather than a residence address if privacy concerns are an issue.
Item 6—Event Requiring Winding Up: The certificate of termination must state the nature of the
event requiring winding up of the entity. Sections 11.051 to 11.059 of the BOC contain provisions
relating to the winding up of a domestic entity. Section 11.051 provides that winding up of a
domestic entity is required on the approval of a voluntary decision to wind up the entity (option A);
the expiration of the entity’s period of duration as specified in its certificate of formation (option B),
the occurrence of an event specified in the governing documents requiring winding up (option C),
the occurrence of an event specified by the BOC requiring winding up (option D), or a decree by a
court requiring winding up or dissolution of the entity rendered under the BOC or other law (option
E).
Select the applicable event requiring the winding up or termination of the entity. The secretary of
state will reject a certificate of termination if item 6 is not completed.
Form 652
1
Statement Regarding Completion of Winding Up: The certificate of termination must provide
that the filing entity has complied with the provisions of the BOC governing its winding up. Please
review the winding up procedures in subchapter B of chapter 11 of the BOC and any supplemental
winding up procedures that may apply to the filing entity.
Supplemental Information Required for a Nonprofit Corporation: The certificate of
termination of a nonprofit corporation must contain a statement that:
(1) Any property of the nonprofit corporation has been transferred, conveyed, applied, or distributed
in accordance with chapters 11 and 22 of the BOC.
(2) There is no suit pending against the nonprofit corporation or adequate provision has been made
for the satisfaction of any judgment, order or decree that may be entered against the nonprofit
corporation in a pending suit.
(3) If the nonprofit corporation received and held property permitted to be used only for charitable,
religious, eleemosynary, benevolent, educational, or similar purposes, but the nonprofit
corporation did not hold the property on a condition requiring return, transfer, or conveyance
because of the winding up and termination, the distribution of that property has been effected in
accordance with a plan of distribution adopted in compliance with the BOC for the distribution
of that property.
Effectiveness of Filing: A certificate of termination becomes effective when filed by the secretary
of state (option A). However, pursuant to sections 4.052 and 4.053 of the BOC the effectiveness of
the instrument may be delayed to a date not more than ninety (90) days from the date the instrument
is signed (option B). The effectiveness of the instrument also may be delayed on the occurrence of a
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
th
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 filing entity will be shown as “voluntarily terminated” on the records of the secretary of
state.
Execution: Pursuant to section 4.001 of the BOC, the certificate of termination must be signed by
a person authorized by the BOC to act on behalf of the entity in regard to the filing instrument.
A certificate of termination filed by a nonprofit corporation should be signed by an officer of the
corporation (BOC § 20.001).
A certificate of termination filed by a cooperative association should be signed by an officer of the
cooperative or by one or more of the persons designated as a liquidating trustee under section
251.401 of the BOC (BOC § 251.402).
A certificate of termination 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
Form 652
2
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 termination for a nonprofit
corporation or cooperative association is $5. 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.
Revised 05/11
Form 652
3
This space reserved for office use.
Form 652
(Revised 05/11)
Return in duplicate to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX: 512 463-5709
Filing Fee: $5
Certificate of Termination
of a Domestic
Nonprofit Corporation or
Cooperative Association
Entity Information
1. The name of the domestic entity is:
2. The entity is organized under Texas law as a nonprofit corporation cooperative association.
3. The date of formation of the entity is:
4. The file number issued to the entity by the secretary of state is:
Governing Persons
5. The names and addresses of each of the entity’s governing persons are: (see instructions)
GOVERNING PERSON 1
NAME (Enter the name of either an individual or an organization, but not both.)
IF INDIVIDUAL
First Name M.I. Last Name Suffix
OR
IF ORGANIZATION
Organization Name
ADDRESS
Street or Mailing Address City State Country Zip Code
GOVERNING PERSON 2
NAME (Enter the name of either an individual or an organization, but not both.)
IF INDIVIDUAL
First Name M.I. Last Name Suffix
OR
IF ORGANIZATION
Organization Name
ADDRESS
Street or Mailing Address City State Country Zip Code
Form 652
4
GOVERNING PERSON 3
NAME (Enter the name of either an individual or an organization, but not both.)
IF INDIVIDUAL
First Name M.I. Last Name Suffix
OR
IF ORGANIZATION
Organization Name
ADDRESS
Street or Mailing Address City State Country Zip Code
GOVERNING PERSON 4
NAME (Enter the name of either an individual or an organization, but not both.)
IF INDIVIDUAL
First Name M.I. Last Name Suffix
OR
IF ORGANIZATION
Organization Name
ADDRESS
Street or Mailing Address City State Country Zip Code
Event Requiring Winding Up
(See instructions.)
6. The nature of the event requiring winding up is set forth below:
(Select either A, B, C, D, or E.)
A. A voluntary decision to wind up the entity has been approved in the manner required by the
Texas Business Organizations Code and by the governing documents of the entity.
B. The period of duration specified in the governing documents of the entity has expired.
C. The occurrence of an event specified in the governing documents of the entity that requires
the winding up, dissolution, or termination of the entity
D. The occurrence of an event specified in the Texas Business Organizations Code that requires
the winding up, dissolution, or termination of the entity
OR
E.
A court decree requiring the winding up, dissolution, or termination of the entity has been
rendered under the provisions of the Texas Business Organizations Code or other law.
Completion of Winding Up
7. The filing entity has complied with the provisions of the Texas Business Organizations Code
governing its winding up.
Supplemental Information Required For a Nonprofit Corporation
The undersigned authorized person acting on behalf of the named nonprofit corporation certifies that:
Form 652
5
Form 652
6
1. Any property of the nonprofit corporation has been transferred, conveyed, applied, or distributed in
accordance with chapter 11 and chapter 22 of the Texas Business Organizations Code.
2. There is no suit pending against the nonprofit corporation or that adequate provision has been
made for the satisfaction of any judgment, order or decree that may be entered against the nonprofit
corporation in a pending suit.
3. If the nonprofit corporation received and held property permitted to be used only for charitable,
religious, eleemosynary, benevolent, educational, or similar purposes, but the nonprofit corporation
did not hold the property on a condition requiring return, transfer, or conveyance because of the
winding up and termination, that the distribution of that property has been effected in accordance with
a plan of distribution adopted in compliance with the BOC for the distribution of that property.
Effectiveness of Filing
(Select either A, B, or C.)
A. This document becomes effective when the document is filed by the secretary of state.
B. This document becomes effective at a later date, which is not more than ninety (90) days from
the date of signing. The delayed effective date is:
C. This document takes effect upon the occurrence of the future event or fact, other than the
passage of time. The 90
th
day after the date of signing is:
The following event or fact will cause the document to take effect in the manner described below:
Execution
The undersigned signs this document subject to the penalties imposed by law for the submission of a
materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is
authorized under the provisions of law governing the entity to execute the filing instrument.
Date:
By:
A person authorized by law to execute the filing instrument
(see instructions)
Printed or typed name of authorized person
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Form 652General Information: (Certificate of Termination of a (Texas Secretary of State)

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Completed 29 July 2020

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