Form 812—General Information
(Statement of Operation as a Close Corporation)
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
Under Section 21.718 of the Texas Business Organizations Code (BOC), a close corporation that begins
to conduct its business and affairs under a shareholders’ agreement that has become effective shall
promptly execute and file with the secretary of state a statement of operation as a close corporation.
This form has been promulgated to comply with the provisions of the Texas Business Organizations
Code (BOC) as well as prior law regarding statements of operation as a close corporation. There are not
substantive differences in the filing of the statement under prior law and under the BOC. Consequently,
instructions for the form only make statutory references to the BOC.
Instructions for Form
• Entity Information: Set forth the name of the corporation as stated in its governing document s. It
is recommended that the file number assigned by the secretary of state be provided to facilitate
processing of the instrument.
• Statement of Operation: The statement must specify that the close corporation is being operated
and its business and affairs are being conducted under the terms of a shareholders’ agreement and
provide the date the operation under the shareholders’ agreement began.
Execution: Under section 21.718 of the BOC, the statement of operation must be signed by an
officer on behalf of the corporation.
The statement of operation 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 statement of operation is $15. 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.
Revised 05/11
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 file-
stamped copy of the document, if a duplicate copy was provided as instructed.
Form 812
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