Form 809--General Information (Early Adoption of the Business Organizations Code by a Registered Foreign 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 registered foreign entities qualified to transact business in Texas before January 1, 2006. However, under section 402.004 of the BOC, a registered foreign 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 an amendment to its application for registration to cause its application for registration to comply with the BOC. Instructions for Form
Entity Information: Set forth the legal name of the organization as stated in its governing document. If the organization's legal name was not available for its use in Texas and the entity was granted authority to transact business under a different name, also set forth the assumed name under which the entity was registered to transact business in Texas. It is recommended that the jurisdiction of organization, the entity's date of registration in Texas, and the 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. An out-of-state entity that is currently registered to transact business as a foreign limited liability company and that is not characterized as a limited liability company in its jurisdiction of formation should select a box that identifies its entity type as characterized in its jurisdiction of formation. Execution: Under section 4.001 of the BOC, the early-adoption statement 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. 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; the fee for a nonprofit corporation or a 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 809 (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 a Registered Foreign Entity
Entity Information The name of the registered foreign entity is:
The name under which the foreign entity is registered to transact business in Texas, if different from the legal name stated above, is: The jurisdiction of organization of the entity is: The date of registration of the entity was: The file number issued to the foreign filing entity by the secretary of state is: Entity Type
(Select the entity type by checking the appropriate box below.)
Foreign For-profit Corporation Foreign Nonprofit Corporation Foreign Cooperative Association Foreign Limited Liability Company
Foreign Professional Corporation Foreign Professional Limited Liability Company Foreign Limited Partnership Other
Election to Adopt The registered foreign filing entity voluntarily elects to adopt and become subject to the Texas Business Organizations Code by filing this statement with 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)