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Form 612—General Information
(Termination of Registration)
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 a foreign filing entity has ceased to exist in its jurisdiction of formation, the entity should
terminate its registration in Texas. Section 9.011 of the BOC requires the submission of a certificate
from the jurisdiction of the entity’s formation that evidences the cessation of the entity’s existence. This
form has been promulgated to facilitate the submission and filing of the termination of registration.
This form has been drafted to comply with the Texas Business Organizations Code (BOC) and prior law
regarding termination of registration. There are not substantive differences in the filing of the
termination of registration under prior law and under the BOC. Consequently, instructions for the form
only make statutory references to the BOC
.
Instructions for Form
• Entity Information: The termination of registration should contain the legal name of the entity, the
date of registration and file number assigned by the secretary of state to facilitate processing of the
document.
• Termination of Existence: This statement affirmatively declares that the existence of the foreign
filing entity has ceased and that the entity is terminating its registration to transact business in Texas.
If the entity continues to exist in its jurisdiction of formation and is no longer transacting business in
Texas, the entity should file a voluntary withdrawal of registration (Form 608) rather than this form.
• Certificate Evidencing Termination: A certificate evidencing termination in its jurisdiction of
formation should be attached. The authorized governmental official in that jurisdiction should issue
the certificate. For entities formed under the laws of another state of the United States, the
authorized governmental official is generally the secretary of state of that jurisdiction. The
certificate can be either 1) a certificate certifying to the fact that the entity has ceased to exist or 2) a
certified copy of the document that was filed in the jurisdiction of formation to terminate the
existence of the entity. A reproduction or facsimile copy of the certificate is sufficient for filing with
this office.
• Effectiveness of Filing: A termination of registration 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.
Form 612
1
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 “terminated” on the records of the secretary of state.
• Execution: The termination of registration should 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 termination of registration need not be notarized. However, before
signing, please read the
statements on this form carefully. A person commits an offense under s
ection 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 termination of registration is $15, unless
the foreign filing entity is a nonprofit corporation or cooperative association. The filing fee for a
termination of registration 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 612
2
Form 612
3
This space reserved for office use.
Form 612
(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: See instructions
Termination of Registration
Entity Information
The name of the foreign filing entity as registered in this state is:
The date of registration of the foreign filing entity is:
The file number issued to the entity by the secretary of state is:
Termination of Existence
The existence or separate existence of the foreign filing entity has terminated because of dissolution,
termination, merger, conversion, or other circumstances. The entity files this evidence of its
termination with the secretary of state in order to terminate the registration of the entity in Texas.
Certificate Evidencing Termination
Attached hereto is a certificate from an authorized governmental official of the entity’s jurisdiction
of formation evidencing the termination of the entity’s existence or separate existence.
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:
Form 612
4
Execution
The undersigned signs this document subject to the penalties imposed by law for the submission of a
materially false or fraudulent instrument.
Date:
Signature and title of authorized person(s) (see instructions)
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Completed 29 July 2020

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