Form 805—General Information
(Statement of Event or Fact)
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
When a filing instrument takes effect on the occurrence of a future event or fact, other than the passage
of time, the statement provided by section 4.055 of the Texas Business Organizations Code (BOC) must
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be filed with the secretary of state not later than the 90 day after the date the filing instrument is filed.
The statement must confirm that each event or fact on which the effect of the instrument is conditioned
has been satisfied or waived and state the date and time on which the condition was satisfied or waived.
If the statement required by section 4.055 of the BOC is not filed before the expiration of the prescribed
time, the filing instrument does not take effect. A new filing instrument must be filed in order to
effectuate the transaction (BOC § 4.056).
If the specified event or fact does not occur and is not waived, the parties to the filing instrument must
sign and file a certificate of abandonment (Form 427) as provided by section 4.057 of the BOC.
Instructions for Form
Entity Information: The statement of event or fact must contain the legal name of each entity that
was a party to the filing instrument. 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.
Identification of Filing Instrument: The statement must identify the filing instrument to take
effect on the occurrence of a future event or fact and the date of filing of the instrument with the
secretary of state.
Confirmation: The statement must confirm that each event or fact on which the effect of the
instrument is conditioned has been satisfied or waived. The date and time on which the condition
was satisfied or waived must be set forth.
Execution: A statement of event or fact 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 statement of event or fact 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
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 statement of event or fact is $15, unless
the filing entity is a nonprofit corporation or a cooperative association. The filing fee for a nonprofit
corporation or a cooperative association is $5. Fees may be paid by personal checks, money orders,
Form 805
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