Free Form 201--General Information - Texas


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State: Texas
Category: Secretary of State
Author: cflores
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http://www.sos.state.tx.us/corp/forms/503_boc.pdf

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Form 503--General Information (Assumed Name Certificate)
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 A corporation, limited liability company, limited partnership or limited liability partnership that regularly conducts business or renders a professional service in this state under a name other than its legal name (the name stated in its certificate of formation or amendments thereto) must file an assumed name certificate with the secretary of state. In addition, an assumed name certificate must be filed with the county clerk in the county in which the registered office is located and the county in which the principal office is located if these are not the same county (Texas Business & Commerce Code [TBCC] 71.103). Effect of Filing: The effect of filing is to give notice to the public that the entity is conducting business under that name. The filing of an assumed name shall not constitute actual use of the assumed name for determining priority of name; nor does the filing of assumed name give the registrant any right to use the name when contrary to the common law or statutory right of unfair competition, unfair trade practices, common law copyright or similar law (TBCC 71.157). Since the filing is a notice filing, the secretary of state does not have the authority to review the name of the certificate to determine if the filing conflicts with another name on file with this office. Changes to Information: There is no procedure for an amendment to or correction of an assumed name certificate. If there is a material change in the information on the certificate, a new certificate should be filed (TBCC 71.152). The new certificate should be filed within 60 days after the occurrence of the events which necessitate the filing. An event that causes the information contained in a certificate to become materially misleading includes a change in the name or form of business of the assumed name registrant. Duration: The assumed name certificate shall be effective for a term not to exceed ten years from the date the certificate is filed and may be renewed by filing a new certificate within six months of the expiration of the original certificate (TBCC 71.151). A registrant may abandon the assumed name certificate before the expiration of the period of duration by filing an abandonment of the certificate (Form 504). Noncompliance: The TBCC in sections 71.201 through 71.203 provides both civil and criminal penalties for failure to file the assumed name certificate. This form has been drafted for filing with the secretary of state. Assumed name certificates filed with the county clerk must be notarized and contain original signatures. Consequently, this form does not satisfy county filing requirements. An assumed name certificate filed with the county clerk must be sent directly to the appropriate county clerk and not to the secretary of state. Instructions for Form


Item 1--Assumed Name: The assumed name certificate must state the assumed name under which the business or professional service is or is to be conducted. An entity may conduct business or
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professional services under multiple assumed names, but a separate assumed name certificate must be filed for each assumed name. Please note that if the name entered as the assumed name in item 1 is exactly the same as the legal name of the entity on file with the secretary of state, the certificate will be rejected for failing to provide an assumed name.


Item 2--Entity Name: The assumed name certificate must contain the legal name of the entity as contained in its certificate of formation or comparable document filed with the secretary of state. An incorporated entity, such as a bank or trust company, whose organizational documents are not filed with the secretary of state, would set forth the legal name of the entity as contained in its organizational documents. Items 3 and 4--Type of Entity and File Number: Identify the type of entity that is filing the assumed name. If there is not a check box that applies to the entity, check "other" and then specify the type of entity in the space provided. It is recommended that the file number, if any, assigned by the secretary of state be provided to facilitate processing of the document. Item 5--Jurisdiction: The certificate must state the jurisdiction of formation of the entity filing the assumed name certificate. Item 6--Office Address in Jurisdiction of Formation: Provide the street address of the registered office or principal office of the entity in the state or country or other jurisdiction of formation. If the entity does not maintain an office address in its jurisdiction of formation, provide the street address of its registered office address in that jurisdiction. If the entity is not required by law to maintain a registered office in its jurisdiction of formation, provide its principal office address in its jurisdiction of formation. Item 7--Registered Agent/Office Address in Texas: Complete item 7 only if the entity is: a Texas corporation, limited liability company, limited partnership, cooperative association, professional association, or a foreign corporation, limited liability company, limited partnership, cooperative association, professional association, or limited liability partnership registered with the secretary of state to transact business. 7a and 7b: Provide the street address of the entity's registered office address in item 7a and the name of the registered agent at such address in item 7b. An assumed name certificate cannot be used to change the entity's registered office address or the name of the registered agent. If the information provided does not match the information on file with the secretary of state, the assumed name certificate will be rejected and returned for correction. You may verify the registered agent/office information of record with the secretary of state by calling (512) 463-5555 or by sending an e-mail to [email protected] If the information of record needs to be changed, you may do so by submitting a statement of change of registered agent/office (Form 401). 7c: Provide the entity's principal office address in Texas in item 7c if the address is different from the address provided for the entity's registered office (item 7a).











Item 8--Address Information For Entities Not Required to Maintain a Registered Office: Complete item 8 if the entity is: an entity organized under Texas law that is required to file an assumed name certificate under Texas law, but is not required to maintain a registered agent and registered office address, such as a Texas limited liability partnership or state bank; or
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a foreign corporation, limited liability company, limited partnership, cooperative association, professional association, or limited liability partnership that is not required to register with the secretary of state to transact business, but is required to file an assumed name certificate. Complete item 8b only if the address of the entity's principal place of business in Texas is not the same as the address of its principal office in Texas (item 8a). Provide the entity's address outside of Texas (item 8c) only if entity is not organized under the laws of Texas.


Item 9--Period of Duration: An assumed name certificate is effective for a term not to exceed a period of ten years from the date of filing the certificate. Check the applicable box to specify the duration which the entity determines should be the duration of the filing of the assumed name certificate. The entity may opt to make the duration the maximum period of ten years, a period of less than ten years or until a date certain which date is not more than ten years from the date of filing. Item 10--County or Counties in which the Assumed Name Used: The assumed name certificate is required to state the counties in which the assumed name will be used. If the entity will potentially use the assumed name in all counties in Texas, check the box for "All." If the entity wishes to exclude certain counties but will use the assumed names in most counties, check the box for "All counties with the exception of the following counties" and list the excluded counties. If the entity will only conduct business in specific counties, check the box for "Only the following counties" and list those specific counties. Please note that the assumed name will not be required to be filed in each county listed or each county in which the entity conducts business under the assumed name. County filings for corporations, limited partnerships, limited liability companies, and limited liability partnerships are only filed in the county or counties where the entity maintains its registered office and principal office. Execution: A certificate filed with the secretary of state shall be executed by an officer, general partner, member, manager, representative of or attorney in fact for the corporation, limited partnership, limited liability partnership, or limited liability company. A certificate executed by an attorney in fact shall include a statement that the attorney in fact has been duly authorized in writing by the principal to execute the certificate. Please review the form carefully. Pursuant to section 71.203, a person commits an offense under section 37.10, Penal Code, if the person intentionally or knowingly signs or directs the filing of an assumed name certificate that the person knows contains a materially false statement. Payment and Delivery Instructions: The filing fee for an assumed name certificate filed with the secretary of state is $25. 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 04/09







Form 503

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Form 503 (Revised 4/09) Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512 463-5709 Filing Fee: $25

This space reserved for office use.

Assumed Name Certificate

Assumed Name
1. The assumed name under which the business or professional service is, or is to be, conducted or rendered is:

Entity Information
2. The legal name of the entity filing the assumed name is:
State the name of the entity as currently shown in the records of the secretary of state or on its organizational documents, if not filed with the secretary of state.

3. The entity filing the assumed name is a: (Select the appropriate entity type below.)
For-profit Corporation Nonprofit Corporation Cooperative Association Limited Liability Company Other Specify type of entity if there is no check box applicable For example, bank, insurance company, etc. Professional Corporation Professional Association Limited Partnership Limited Liability Partnership

4. The file number, if any, issued to the entity by the secretary of state is: 5. The state, country, or other jurisdiction of formation of the entity is: 6. The office address of the entity in its jurisdiction of formation is:

(Complete item 7 only when the entity is required by law to maintain a registered agent/registered office in Texas. An entity required to complete item 7, does not complete item 8. See instructions.)

7a. The address of its registered office in Texas is:

7b. The name of the registered agent at such address is:

7c. The address of the principal office of the entity (if not the same as 7a) is:

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(Complete item 8 only if the entity is not required by law to maintain a registered agent/registered office in Texas. Complete item 8c, only if the entity is not organized under the laws of Texas. See instructions.)

8a. The entity is not required by law to maintain a registered agent/registered office in Texas. Its principal office address in Texas is:

8b. The address of the entity's principal place of business in Texas (if not the same as 8a) is:

8c. The entity is not organized under the laws of Texas. Its office address outside the state is:

Period of Duration
9a. The period during which the assumed name will be used is 10 years from the date of filing with the secretary of state.
OR

9b. The period during which the assumed name will be used is with the secretary of state (not to exceed 10 years).
OR

years from the date of filing

9c. The assumed name will be used until
mm/dd/yyyy

(not to exceed 10 years).

County or Counties in which Assumed Name Used
10. The county or counties where business or professional services are being or are to be conducted or rendered under the assumed name are: All counties All counties with the exception of the following counties:

Only the following counties:

Execution
The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and also certifies that the person is authorized to sign on behalf of the identified entity. If the undersigned is acting in the capacity of an attorney in fact for the entity, the undersigned certifies that the entity has duly authorized the undersigned in writing to execute this document. Date:

Signature of a person authorized by law to sign on behalf of the identified entity (see instructions)

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