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Date: December 18, 2007
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State: Texas
Category: Secretary of State
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http://www.sos.state.tx.us/corp/forms/403_boc.pdf

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Form 403--General Information (Certificate of Correction)
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 Subchapter C of chapter 4 of the Texas Business Organizations Code (BOC) governs a certificate of correction. A filing instrument that is an inaccurate record of the event or transaction evidenced by the instrument, that contains an inaccurate or erroneous statement, or that was defectively or erroneously signed, sealed, acknowledged or verified may be corrected by filing a certificate of correction (BOC 4.101). A filing instrument may be corrected to contain only those statements that the governing law authorizes or requires to be included in the original filing instrument. A certificate of correction may not alter, add, or delete a statement that by its alteration, addition or deletion would have caused the secretary of state to determine that the filing instrument did not conform to the requirements of applicable law at the time of filing (BOC 4.102). After the secretary of state files the certificate of correction, the filing instrument is considered to have been corrected on the date the filing instrument was originally filed with one exception. As to a person who is adversely affected by the correction, the filing instrument is considered to have been corrected on the date the certificate of correction is filed. This form has been promulgated to comply with the provisions of the BOC as well as prior law regarding certificates/articles of correction. 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


Item 1--Entity Information: The certificate of correction must contain the legal name of the entity. If the certificate of correction corrects the name of the entity, the name as it currently appears on the records of the secretary of state should be stated. It is recommended that the file number assigned by the secretary of state be provided to facilitate processing of the document. Item 2--Filing Instrument to be Corrected: Identify the filing instrument to be corrected by description and date of filing with the secretary of state. Example: "Certificate of formation filed on January 2, 2006." If the filing instrument to be corrected is a merger, conversion or exchange, additional instructions are found on page 2 of this form. Identification of Errors and Corrections: Identify the inaccuracy, error, or defect to be corrected by checking the applicable box and stating in corrected form the portion of the instrument to be corrected. If the necessary corrections are other than those provided for by the check boxes, please use the section entitled "Identification of Other Errors and Corrections." Identification of Other Errors and Corrections: This section of the form contains four text boxes that may be used to identify corrections to errors or inaccuracies in the filing instrument other than the provisions specifically described next to the check boxes in the section under "Identification of
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Form 403

Errors and Corrections." Use the areas provided to identify by reference or description those provisions to be added, altered or deleted by the correction. If the filing instrument to be corrected was defectively or erroneously signed, sealed, acknowledged or verified, a correctly executed instrument should be attached to the form as an exhibit.


Statement of Correction: This section states that the purpose of the certificate of correction is to correct inaccuracies, errors or defects consistent with section 4.103 of the BOC and applicable law. Correction of Merger, Conversion or Exchange: If the filing instrument to be corrected is a merger, conversion or other instrument involving multiple entities, please include the names and file numbers for all entities which were parties to the transaction so that the secretary of state may index the certificate of correction to the record for each entity. If the space provided on page 5 of this form is not sufficient, include the information as an attachment to this form. Effectiveness of Filing: This section states the effectiveness of filing as provided in section 4.105 of the BOC. Execution: Pursuant to section 4.001 of the BOC, the certificate of correction must be signed by a person authorized by the BOC 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, including a certificate of correction. If the correction relates to a merger, conversion or exchange transaction, the certificate of correction need not be signed on behalf of each entity named in the filing instrument being corrected. In the case of a merger, the certificate of correction must be signed by a person authorized to act in regard to a surviving entity in the merger. In the case of a conversion, the certificate of correction must be signed on behalf of the converted entity. In the case of an exchange, the certificate of correction must be signed by an acquiring entity. The certificate of correction 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 certificate of correction is $15. Fees may be paid by personal checks, money orders, LegalEase debit cards, or MasterCard, Visa, and Discover 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 filestamped copy of the document, if a duplicate copy was provided as instructed.
Revised 01/08

Form 403

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Form 403 (Revised 01/08) Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512/463-5709 Filing Fee: $15

This space reserved for office use.

Certificate of Correction

Entity Information
1. The name of the filing entity is:
State the name of the entity as currently shown in the records of the secretary of state. If the certificate of correction corrects the name of the entity, state the present name and not the name as it will be corrected.

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

Filing Instrument to be Corrected
2. The filing instrument to be corrected is :
The date the filing instrument was filed with the secretary of state:

mm/dd/yyyy

Identification of Errors and Corrections
(Indicate the errors that have been made by checking the appropriate box or boxes; then provide the corrected text.)

The entity name is inaccurate or erroneously stated. The corrected entity name is:

The registered agent name is inaccurate or erroneously stated. The corrected registered agent name is:
Corrected Registered Agent
(Complete either A or B, but not both.)


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

OR

B. The registered agent is an individual resident of the state whose name is:
First Middle Last Name Suffix

Form 403

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The registered office address is inaccurate or erroneously stated. The corrected registered office address is:
Corrected Registered Office Address

TX
Street Address (No P.O. Box) City State Zip Code

The purpose of the entity is inaccurate or erroneously stated. The purpose is corrected to read as follows:

The period of duration of the entity is inaccurate or erroneously stated. The period of duration is corrected to read as follows:

Identification of Other Errors and Corrections
(Indicate the other errors and corrections that have been made by checking and completing the appropriate box or boxes.)

Other errors and corrections. The following inaccuracies and errors in the filing instrument are corrected as follows: Add Each of the following provisions was omitted and should be added to the filing instrument. The identification or reference of each added provision and the full text of the provision is set forth below.

Alter The following identified provisions of the filing instrument contain inaccuracies or errors to be corrected. The full text of each corrected provision is set forth below:

Delete Each of the provisions identified below was included in error and should be deleted.

Form 403

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Defective Execution The filing instrument was defectively or erroneously signed, sealed, acknowledged or verified. Attached is a correctly signed, sealed, acknowledged or verified instrument.

Statement Regarding Correction
The filing instrument identified in this certificate was an inaccurate record of the event or transaction evidenced in the instrument, contained an inaccurate or erroneous statement, or was defectively or erroneously signed, sealed, acknowledged or verified. This certificate of correction is submitted for the purpose of correcting the filing instrument.

Correction to Merger, Conversion or Exchange
The filing instrument identified in this certificate of correction is a merger, conversion or other instrument involving multiple entities. The name and file number of each entity that was a party to the transaction is set forth below. (If the space provided is not sufficient, include information as an attachment to this form.)
Entity name SOS file number

Entity name

SOS file number

Effectiveness of Filing
After the secretary of state files the certificate of correction, the filing instrument is considered to have been corrected on the date the filing instrument was originally filed except as to persons adversely affected. As to persons adversely affected by the correction, the filing instrument is considered to have been corrected on the date the certificate of correction is filed by the secretary of state.

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 (See instructions.)

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Form 403

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