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Form 608--General Information (Certificate of Withdrawal 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 transact business or conduct affairs in this state, the entity may voluntarily withdraw its certificate of authority or application for registration. This form has been drafted to comply with section 9.011 of the Texas Business Organizations Code (BOC) and prior law regarding withdrawal. Unless noted, 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
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Entity Information: The voluntary withdrawal of registration must contain the legal name of the entity, the type of organization, the jurisdiction of formation and the principal office. It is recommended that the date of registration and file number assigned by the secretary of state be provided to facilitate processing of the document. Service of Process: The voluntary application for withdrawal must indicate that the foreign filing entity is no longer transacting business in Texas. Further, the application must revoke the authority of the entity's registered agent to accept service or process and consent that service of process may be made on the foreign filing entity by the secretary of state. In addition, the application must set forth the address to which the secretary of state may mail of copy of any process against the foreign filing entity served on the secretary of state. Money Due to the State: The voluntary application for withdrawal must indicate that any money due or accrued to the state has been paid or that adequate provision has been made for the payment of the money. Nonprofit Corporations: If the application for voluntary withdrawal is filed on behalf of a nonprofit corporation that was registered before January 1, 2006, and that has not elected to adopt the BOC, additional statements must be made by the corporation. These additional statements are: that all known creditors or claimants of the nonprofit corporation have been paid or provided for; and that the nonprofit corporation is not involved in or threatened with litigation in any court in this state or that adequate provision has been made for the satisfaction of any judgment, order or decree which may be entered against the nonprofit corporation in any pending suit. Limited Liability Companies: If the application for voluntary withdrawal is filed on behalf of a limited liability company that was registered before January 1, 2006, and that has not elected to adopt the BOC, additional statements must be made by the limited liability company. These additional statements are: that all known creditors or claimants have been paid or provided for; and the limited liability company is not involved in or threatened with litigation in any court in this state. Effectiveness of Filing: A voluntary withdrawal 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
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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 90th 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. 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 "withdrawn" on the records of the secretary of state.
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Tax Certificate: A voluntary withdrawal of registration for a for-profit corporation, a professional corporation or a limited liability company must be accompanied by a certificate of account status from the Texas Comptroller of Public Accounts indicating that franchise taxes have been paid and that the entity is in good standing for the purpose of withdrawal. Please note that the Comptroller issues many different types of certificates of account status. Do not attach a certificate or print-out obtained from the Comptroller's web site as this does not meet statutory requirements. You need to attach form #05-305, which is obtained directly from a Comptroller of Public Accounts representative. Requests for certificates or questions on tax status should be directed to the Tax Assistance Section, Comptroller of Public Accounts, Austin, Texas 78774-0100; (512) 463-4600; toll-free (800) 252 1381; (TDD) (800) 248-4099. You also may contact [email protected]. Please note that professional associations, limited partnerships, nonprofit corporations and other entities that are not subject to franchise taxes are not required to attach the tax certificate.

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Execution: Pursuant to section 4.001 of the BOC, the voluntary withdrawal of registration must 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. A voluntary application for withdrawal filed by a corporation should be signed by an officer of the corporation (BOC § 20.001). A voluntary application for withdrawal filed by a professional association should be signed by an officer of the association. A voluntary application for withdrawal filed by a limited liability company should be signed by an authorized manager if the company has managers. If the company does not have managers and is managed by its members, an authorized managing-member must sign the withdrawal. A voluntary application for withdrawal filed by a limited partnership must be signed by a general partner. The execution of a certificate by a general partner is an oath or affirmation, under a penalty of perjury, that to the best of the executing party's knowledge and belief, the facts contained in the certificate are true and correct (BOC § 153.553(c)). The voluntary withdrawal of registration 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

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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.
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Payment and Delivery Instructions : The filing fee for a voluntary withdrawal of registration is $15, unless the foreign filing entity is a nonprofit corporation or cooperative association. The filing fee for a voluntary withdrawal of registration for a nonprofit corporation or cooperative association is $5. 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 01/06

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Form 608 (Revised 01/06) 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

This space reserved for office use.

Certificate of Withdrawal of Registration

Entity Information
The name of the foreign filing entity as registered in this state is: The entity is organized as a: The entity is organized under the laws of: The date of registration of the foreign filing entity is:
The file number issued to the entity by the secretary of state is:
The address of the principal office of the foreign filing entity is:


Service of Process
The foreign filing entity no longer is transacting business or conducting affairs in this state and is
surrendering its authority to transact business in Texas. The foreign filing entity:
(1) revokes the authority of the entity's registered agent in this state to accept service of process; and (2) consents that service of process in any action, suit, or proceeding stating a cause of action arising in this state during the time the foreign filing entity was authorized to transact business in this state may be made on the foreign filing entity by serving the secretary of state. The address to which the secretary of state may mail a copy of any process against the foreign filing
entity is:

Mailing Address City State Country Zip Code

Money Due to the State
Any money due or accrued to the state has been paid or adequate provision has been made for the payment of that money.

Nonprofit Corporations
If the foreign filing entity is a nonprofit corporation that is not subject to the Texas Business Organizations Code, the nonprofit corporation makes the following statements: (1) all known creditors or claimants have been paid or provided for; and
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(2) the nonprofit corporation is not involved in or threatened with litigation in any court in this state, or adequate provision has been made for the satisfaction of any judgment, order or decree which may be entered against it in any pending suits.

Limited Liability Companies
If the foreign filing entity is a limited liability company that is not subject to the Texas Business Organizations Code, the limited liability company makes the following statements: (1) all known creditors or claimants have been paid or provided for; and (2) the limited liability company is not involved in or threatened with litigation in any court in this state.

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 90th day after the date of signing is:
The following event or fact will cause the document to take effect in the manner described below:


Tax Certificate
Attached hereto is a certificate from the comptroller of public accounts that all franchises taxes have been paid if the foreign filing entity is a for-profit or professional corporation or a limited liability company. The entity is a foreign professional association, limited partnership or nonprofit corporation and is not required to provide a certificate of account status under the provisions of the Texas Business Organizations Code or prior law.

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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