Fill - Free fillable Form 811General Information: (Certificate of Reinstatement) Commentary This (Texas Secretary of State) PDF form

Form 811—General Information

(Certificate of Reinstatement)

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

This form may be used to reinstate: (1) the existence of a domestic filing entity that has been voluntarily

terminated; (2) the existence of a domestic filing entity that has been involuntarily terminated by action

of the secretary of state; or (3) the registration of a foreign filing entity whose registration has been

revoked by action of the secretary of state.

Do Not Use This Form If:

 The entity’s existence or registration was forfeited under the Tax Code. See Form 801.

 The entity is a professional association that was terminated or revoked for failure to timely file

an annual statement. See Form 814.

 The entity was terminated or revoked by court order.

 Time Frames for Reinstatement 

 Voluntarily Terminated Domestic Entity: Certificate of reinstatement must be filed no later than the

third (3

) anniversary of the effective date of the termination. (See part 4A of the form.)

 Involuntarily Terminated Domestic Entity: Certificate of reinstatement may be filed at any time so

long as the entity would otherwise have continued to exist. However, the entity is considered to have

continued in existence without interruption from the date of termination only if the entity is

reinstated before the third (3

) anniversary of the date of involuntary termination. (See 4B.)

 Revoked Foreign Entity Registration: Certificate of reinstatement must be filed no later than the

third (3

) anniversary of the effective date of the revocation. (See 4C.)

Instructions for Form

 Item 1—Entity Name and File Number: Set forth the legal name of the entity and the secretary of

state file number. For a foreign filing entity that was registered to transact business in Texas under a

different name, also set forth the assumed name under which the entity was registered.

 Item 2—Jurisdictional Information: To ensure that the correct entity is reinstated, the jurisdiction

of organization and the entity’s date of organization or registration in Texas should be provided.

 Item 3—Date of Termination or Revocation: Provide the effective date of the termination or

revocation. In the case of a terminated domestic entity that has delayed the effectiveness of the

filing of its certificate of termination, provide the effective date as stated on the certificate.

 Item 4—Conditions for Reinstatement: Select the grounds or conditions for reinstatement. Do not

check more than one box. If unsure, verify the reason for inactive status by contacting the secretary

of state at (512) 463-5555, 7-1-1 for relay services, corpinfo@sos.state.tx.us or on-line through

SOSDirect. (Visit http://www.sos.state.tx.us/corp/sosda/index.shtml for SOSDirect information.)

4A. Reinstatement of a Texas Entity Following Voluntary Termination: Sections 11.201 and 11.202

of the BOC permit reinstatement no later than the third anniversary of the effective date of

termination if the owners, members, governing persons, or other persons specified by the BOC

approve the reinstatement in the manner provided by the title of the BOC governing the entity and:

Form 811

(1) the termination was by mistake or was inadvertent;

(2) the termination occurred without the approval of the entity’s governing persons when approval

is required by the title of the BOC governing the entity;

(3) the process of winding up before termination had not been completed by the entity; or

(4) the legal existence of the entity is necessary to convey or assign property, to settle or release a

claim or liability, to take an action, or to sign an instrument or agreement.

4B. Reinstatement of a Texas Entity Following Involuntary Termination: Section 11.251 of the BOC

authorizes the secretary of state to involuntarily terminate a domestic filing entity, other than a

domestic real estate investment trust, if the secretary finds that the entity has failed to:

(1) file a report within the period required by law or to pay a fee or penalty prescribed by law

when due and payable;

(2) maintain a registered agent or registered office in Texas as required by law; or

(3) pay a fee required in connection with a filing, or payment of the fee was dishonored when

presented by the state for payment.

As a condition to reinstatement, the entity must correct the circumstances that led to termination and

any other circumstances of the type described above, including paying any fees, interest or penalties.

4C. Reinstatement of a Foreign Entity Following Revocation: Section 9.101 of the BOC authorizes

the secretary of state to revoke the registration of a foreign filing entity if the secretary finds that the

entity has failed to:

(1) file a report within the period required by law or to pay a fee or penalty prescribed by law

when due and payable;

(2) maintain a registered agent or registered office in Texas as required by law;

(3) amend its registration when required by law; or

(4) pay a fee required in connection with a filing, or payment of the fee was dishonored when

presented by the state for payment.

As a condition to reinstatement, the entity must correct the circumstances that led to revocation and

any other circumstances of the type described above, including paying any fees, interest or penalties.

 Item 5—Registered Agent and Registered Office: An entity requesting reinstatement must

provide the secretary of state with current registered agent and registered office information. The

registered agent can be either (option A) a domestic entity or a foreign entity that is registered to do

business in Texas or (option B) an individual resident of the state. The entity cannot act as its own

registered agent; do not enter the entity name as the name of the registered agent.

An entity that was involuntarily terminated or that had its registration revoked for failure to maintain

a registered agent or registered office in Texas need not submit an additional filing to change the

registered agent or registered office.

Consent: A person designated as the registered agent of an entity must have consented, either in a

written or electronic form, to serve as the registered agent of the entity. Although consent is

required, a copy of the person’s written or electronic consent need not be submitted with the

reinstatement. The liabilities and penalties imposed by sections 4.007 and 4.008 of the BOC apply

with respect to a false statement in a filing instrument that names a person as the registered agent of

an entity without that person’s consent. (BOC § 5.207)

Office Address Requirements: The registered office address must be located at a street address

where service of process may be personally served on the entity’s registered agent during normal

Form 811

business hours. Although the registered office is not required to be the entity’s principal place of

business, the registered office may not be solely a mailbox service or telephone answering service

(BOC § 5.201).

 Entity Name Availability: The reinstatement cannot be filed if the entity name is the same as,

deceptively similar to, or similar to the name of any existing domestic or foreign filing entity, or any

name reservation or registration filed with the secretary of state. The administrative rules for

determining entity name availability (Texas Administrative Code, title 1, part 4, chapter 79,

subchapter C) may be viewed at http://www.sos.state.tx.us/tac/index.shtml.

If the entity name is no longer available or written consent for the use of the name is required but

cannot be obtained, the entity must amend its certificate of formation or application for registration,

as appropriate, to state an available name. The amendment must be submitted at the same time as the

certificate of reinstatement.

 Tax Clearance: Unless the entity is a nonprofit corporation, a certificate of reinstatement must be

accompanied by a tax clearance letter from the Texas Comptroller of Public Accounts stating that

the entity has satisfied all franchise tax liabilities and may be reinstated.

Contact the Comptroller for assistance in complying with franchise tax filing requirements and

obtaining the necessary tax clearance letter. The Comptroller may be contacted by e-mail at

tax.help@cpa.state.tx.us or by calling (800) 252-1381 or (512) 463-4600.

 Execution: The reinstatement must be signed by a person authorized to act on behalf of the entity in

regard to the filing instrument. Generally, a governing person or managerial official of the entity

signs a filing instrument.

The certificate of reinstatement need not be notarized. However, before signing, please read the

statements on this form carefully. The designation or appointment of a person as the registered

agent by a managerial official is an affirmation by that official that the person named in the

instrument has consented to serve as registered agent. (BOC § 5.2011)

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: Unless the entity is a nonprofit corporation or cooperative

association, the filing fee for reinstatement following an involuntary termination or revocation is

$75, and the filing fee for reinstatement following a voluntary termination is $15. The filing fee for

reinstating a nonprofit corporation or a 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. Applicable

fees for any additional filings required as a condition for reinstatement must be submitted together

with the appropriate filing fee for the certificate of reinstatement.

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 811

This space reserved for office use.

Form 811

(Revised 05/11)

Submit in duplicate to:

Secretary of State

P.O. Box 13697

Austin, TX 78711-3697

512 463-5555

FAX: 512 463-5709

Filing Fee: See instructions

Certificate of

Reinstatement

1. The name of the entity is:

The entity is a foreign entity that was required to obtain its registration under a name that differs from

the legal name stated above. The name under which the entity is registered is:

The file number issued to the filing entity by the secretary of state is:

2. The jurisdiction of organization of the entity is:

(state or country)

The entity was organized or obtained its certificate of registration on:

mm/dd/yyyy

3. The effective date of the entity’s termination or revocation is:

mm/dd/yyyy

4. The condition giving rise to the termination of the entity’s existence or the revocation of its

registration is described below. The entity requests reinstatement under the following code provision:

(Select the appropriate box below. Do not check more than one box.)

4A. Reinstatement of a Texas Entity Following a Voluntary Termination (3 year limit)

The domestic filing entity requests reinstatement under section 11.202 of the BOC following the

filing of a certificate of termination. The undersigned certifies that the conditions for reinstatement of

the entity’s certificate of formation are met and that the reinstatement of the filing entity has been

approved in the manner provided by the Texas Business Organizations Code.

4B. Reinstatement of a Texas Entity Following an Involuntary Termination

The domestic filing entity requests reinstatement of its certificate of formation after the

involuntary termination of its existence by the secretary of state pursuant to subchapter F of chapter 11

of the Code. The entity has corrected the circumstances giving rise to its involuntary termination and

has taken any other action required for its reinstatement, including the payment of any fees, interest,

or penalties. The undersigned certifies that the reinstatement of the filing entity has been approved in

the manner required by the Texas Business Organizations Code.

4C. Reinstatement Following Revocation of Registration of a Foreign Entity (3 year limit)

The foreign filing entity requests the reinstatement of its certificate of registration after its

revocation by the secretary of state pursuant to subchapter C of chapter 9 of the BOC. The entity has

corrected the circumstances giving rise to its revocation and has taken any other action required for its

reinstatement, including the payment of any fees, interest, or penalties.

Form 811

5. The name of the entity’s registered agent and the address of the entity’s registered office are as

follows: (Select and complete either A or B and complete C)

A. The registered agent is an organization (cannot be the entity seeking reinstatement) by the name of:

B. The registered agent is an individual resident of the state whose name is set forth below:

First Name M.I. Last Name Suffix

C. The business address of the registered agent and the registered office address is:

Street Address City

State Zip Code

The street address of the registered office as stated in this instrument is the same as the registered

agent’s business address.

Additional Documentation or Filings

Comptroller of Public Accounts Tax Clearance Letter (Required, unless entity is a nonprofit corporation.)

Amendment to Certificate of Formation or Registration (Required if entity name is no longer available.)

Other

(A certificate of reinstatement may be conditioned on the submission of additional filings. See instructions.)

Execution

The undersigned affirms that the person designated as registered agent has consented to the

appointment. 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:

Signature of authorized person (see instructions)

Printed or typed name of authorized person

Form 811

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