Form 611--General Information (Revocation of a Voluntary Dissolution or Cancellation of LLC or LP)
The attached form is a standardized form designed to meet minimal statutory filing requirements pursuant to the relevant statutory provisions. This form and the information provided are not substitutes for the advice and services of an attorney and tax specialist.
Commentary Article 6.06 of the Texas Limited Liability Company Act (TLLCA, article 1528n Texas Revised Civil Statutes), permits a limited liability company [LLC], including a professional limited liability company, to revoke the voluntary dissolution of the limited liability company. Section 2.03-A of the Texas Revised Limited Partnership Act (TRLPA, article 6132a-1, Texas Revised Civil Statutes), permits a limited partnership to revoke the voluntary cancellation of its certificate of limited partnership, unless the revocation is prohibited by a written partnership agreement. The revocation document must be filed within 120 days from the date of filing by the secretary of state of the articles of dissolution or certificate of cancellation, as applicable. A delayed effective date does not extend the time within which to file the revocation document. Procedural Information by Entity Type Limited Liability Company The voluntary dissolution of a limited liability company may be revoke by the written consent of all its members and by filing the revocation of dissolution with the secretary of state. On issuance of the certificate of revocation by the secretary of state, the revocation shall become effective, the existence of the LLC shall be deemed to have continued without interruption, and the LLC may again carry on its business as if the dissolution had not occurred. If the limited liability company has managers, an authorized manager must sign the articles of revocation of dissolution. If the company does not have managers and is managed by its members, an authorized managing-member must sign the document. Limited Partnership The voluntary cancellation of a certificate of limited partnership may be revoked by the written consent of all partners and by filing a certificate of revocation of cancellation with the secretary of state. On filing the certificate, the limited partnership may reconstitute the limited partnership for purposes of continuing its businesses as permitted by the partnership agreement and the provisions of the TRLPA. If the business of the partnership is not to be continued, on filing the certificate of revocation of cancellation, the limited partnership may complete the process of winding up the affairs of the partnership as provided by section 8.04 of the TRLPA and file a certificate of cancellation pursuant to section 2.03 of the Act on the completion of the winding up process. The certificate of revocation of cancellation must be executed by all general partners of the limited partnership, or by a majority in interest of the limited partners if there are no general partners. Instructions for Form
Items 1 and 2--Entity Name and Filing Number: Provide the name of the entity and the filing number issued by the secretary of state. Provision of the filing number is recommended as it will facilitate processing of the document. A file number also is commonly referred to as a "Charter Number."
Item 3--Effective Date of Dissolution or Cancellation of Entity: Provide the effective date of the dissolution of the limited liability company or the cancellation of certificate of limited partnership. If the document was filed without a delayed effective date, the date provided will be the date of filing by the secretary of state. If the effectiveness of the document was delayed pursuant to article 9.03 of the TLLCA or section 2.12 of the TRLPA, as applicable, and the dissolution/cancellation is now effective, then the date provided will be the delayed effective date. If the effectiveness of the document was delayed and the effective date has not occurred at the time of submission, then mark the appropriate statement after item 3.
Items 4 and 5--Approval and Authorization of Revocation: Check the applicable statement regarding approval and authorization of the revocation in item 4. Provide the date on which the revocation was authorized by the LLC's members or by the partners of the limited partnership in item 5.
· Name Availability: P LEASE NOTE THAT THE SECRETARY OF STATE MUST DETERMINE WHETHER THE ENTITY NAME IS STILL AVAILABLE. If the entity name is the same as, deceptively similar to, or
similar to the name of an existing corporation, limited partnership, or limited liability company, the document cannot be filed. If the entity name is unavailable, then it will be necessary for the entity to simultaneously file articles of amendment or a certificate of amendment to change the name of the entity as a precondition for filing. The administrative rules adopted for determining entity name availability (Texas Administrative Code, Title 1, Part 4, Chapter 79, Subchapter C) may be viewed at www.sos.state.tx.us/tac/index.shtml. If you wish the secretary of state to provide a preliminary determination on "name availability," you may call (512) 463-5555, dial 7-1-1 for relay services, or email your name inquiry to [email protected] This is a preliminary determination. The final determination on the name will be made at the time the document is filed.
Execution: See procedural information regarding execution requirements for each entity type. If the authorized person is a legal entity, such as a corporation, include the title of the person signing on behalf of the legal entity. E.g., John Doe, President of ABC Co., General Partner. Prior to signing, the authorized person(s) should read the statements contained in the document carefully. A person commits an offense under the Texas Limited Liability Company Act if the person signs a document the person knows is false in any material respect with the intent that the document be delivered to the secretary of state for filing. The offense is a Class A misdemeanor. The Texas Revised Limited Partnership Act, section 2.04(c), provides that the execution of a certificate or a written statement constitutes an oath or affirmation, under penalties for perjury, that, to the best of the executing party's knowledge and belief, the facts stated in the certificate or statement are true. Further, a person may be liable for damages under section 2.08 of the Texas Revised Limited Partnership Act if a certificate of limited partnership, or a certificate of amendment, merger, or cancellation contains a false statement or material omission, or is forged or is signed by a person not authorized by the partnership to execute the document.
Payment and Delivery Instructions: The filing fee 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 file-stamped copy of the document, if a duplicate copy was provided as instructed.
FOR YOUR INFORMATION: Franchise Taxes: The LLC should inquire of the Comptroller of Public Accounts whether any tax returns, payments, or reports are due following the revocation of dissolution. Contact the Comptroller of Public Accounts, Tax Assistance Section, Austin, Texas, 78774 0100, (512) 463-4600 or (800) 252-1381 for franchise tax information.
Form 611 (revised 01/06) Return in Duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 FAX: 512/463-5709 Filing Fee: $15
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Revocation of Voluntary Dissolution or Cancellation of LLC or LP
1. The name of the entity is as set forth below:
2. The filing number issued by the secretary of state is: 3. The date on which the dissolution or cancellation became effective was: The instrument is not effective at this time. The effectiveness of the instrument to be revoked was delayed as permitted by statutory provisions applicable to the entity.
(Check the approval statement applicable to the entity type.)
4A. The limited liability company elected to revoke its voluntary dissolution proceedings by written consent of all its members.
4B. The limited partnership elected to revoke the voluntary cancellation of its certificate of limited partnership by written consent of all partners. 5. The revocation was authorized on: Execution The undersigned authorized person(s) sign this document subject to the penalties imposed by law for the submission of a false or fraudulent document.
Signature and Title of Authorized Person(s) (See instructions)