Form 808--General Information (Early Adoption of the Business Organizations Code by an Existing Domestic Entity)
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 Until January 1, 2010, the Texas Business Organizations Code (BOC) is not applicable to domestic entities in existence before January 1, 2006. However, under section 402.003 of the BOC, a domestic entity may voluntarily elect to adopt and become subject to the BOC before January 1, 2010, by filing a statement of early adoption with the secretary of state. If necessary, the entity also should file a certificate of amendment to cause its certificate of formation to comply with the BOC. Instructions for Form
Entity Information: Set forth the name of the organization as stated in its governing document. It is recommended that the date of formation and file number assigned by the secretary of state be provided to facilitate processing of the document. Entity Type: Check the applicable box to indicate the appropriate entity type. Execution: Under section 4.001 of the BOC, the early-adoption statement must be signed by a person authorized by the code 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. Corporation, Professional Association, and Cooperative Association An early-adoption statement filed by a corporation (for-profit or nonprofit), professional corporation, professional association, or cooperative association would be signed by an authorized officer (BOC § 20.001). Limited Liability Company An early-adoption statement filed by a limited liability company would 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 statement. (Please refer to chapter 101 of the BOC for further information.) Limited Partnership An early-adoption statement filed by a limited partnership must be signed by at least one general partner. The execution 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 instrument are true and correct (BOC § 153.553). The early-adoption statement 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 an early-adoption statement is $15, unless the domestic entity is a nonprofit corporation or a cooperative association; the filing fee for an earlyadoption statement filed by 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.
Form 808 (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
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Early Adoption of the Business Organizations Code By an Existing Domestic Entity Entity Information
The name of the domestic entity is:
The date of formation of the entity is: The file number issued to the entity by the secretary of state is:
(Select the entity type by checking the appropriate box below.)
For-profit Corporation Nonprofit Corporation Cooperative Association Limited Liability Company
Professional Corporation Professional Limited Liability Company Professional Association Limited Partnership
Election to Adopt
The domestic entity voluntarily elects to adopt and become subject to the Texas Business Organizations Code by filing this statement with the secretary of state.
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)