Form 813—General Information
(Statement Terminating Close Corporation Status)
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 sections 21.708 and 21.709 of the Texas Business Organizations Code (BOC), a close corporation
may file a statement terminating close corporation status if a close corporation provision specifies a time
or event requiring termination of close corporation status and that time or event has occurred. The close
corporation status may also be terminated by amending the close corporation’s certificate of formation,
engaging in a merger, interest exchange, or conversion under chapter 10 of the BOC, or through a
judicial proceeding to enforce a close corporation provision providing for termination.
After a statement terminating close corporation status has been filed under section 21.209, the certificate
of formation is considered to be amended to delete from the certificate the statement that the corporation
is a close corporation and the corporation’s status as a close corporation is terminated.
The corporation shall personally deliver or mail a copy of the statement to each shareholder of the
corporation. The failure to deliver the copy of the statement does not affect the validity of the
termination (BOC § 21.709(e)).
This form has been promulgated to comply with the provisions of the Texas Business Organizations
Code (BOC) as well as prior law regarding statements terminating close corporation status. 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. It is
recommended that the file number assigned by the secretary of state be provided to facilitate
processing of the document.
• Termination of Close Corporation Status: The statement must specify that the close corporation
has terminated its status as a close corporation, set forth the time or event that caused the
termination, and in the case of an event, the approximate date of the event. A copy of the close
corporation provision specifying the time or event requiring termination must be attached to the
statement of termination.
• Execution: Under section 21.709 of the BOC, the statement of termination must be signed by an
officer on behalf of the corporation.
The statement 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 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.
Form 813
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