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Texas Business Corporation Act - Article 8.14. Withdrawal Or Termination Of Foreign Corporation

Legal Research Home > Texas Laws > Business Corporation Act > Texas Business Corporation Act - Article 8.14. Withdrawal Or Termination Of Foreign Corporation

Art. 8.14. Withdrawal or Termination of Foreign Corporation                   

A. A foreign corporation authorized to transact business in this 
state may withdraw from this state upon procuring from the 
Secretary of State a certificate of withdrawal.  In order to procure 
such certificate of withdrawal, such foreign corporation shall 
deliver to the Secretary of State an application for withdrawal, 
which shall set forth:

(1) The name of the corporation and the state or country under the 
laws of which it is incorporated;

(2) That the corporation is not transacting business in this state;           

(3) That the corporation surrenders its authority to transact 
business in this state;

(4) That the corporation revokes the authority of its registered 
agent in this state to accept service of process and consents that 
service of process in any action, suit, or proceeding based upon any 
cause of action arising in this state during the time the 
corporation was authorized to transact business in this state may 
thereafter be made on such corporation by service thereof on the 
Secretary of State;

(5) A post office address to which the Secretary of State may mail a 
copy of any process against the corporation that may be served on 
him;  and

(6) A statement that all sums due, or accrued, to this state have 
been paid, or that adequate provision has been made for the payment 
thereof.

B. The application for withdrawal may be made on forms promulgated 
by the Secretary of State and shall be executed on behalf of the 
corporation by an officer.

C. When the existence of a foreign corporation terminates because 
of dissolution, merger, conversion, or otherwise, a certificate 
from the proper officer in the jurisdiction of the corporation's 
incorporation evidencing the termination shall be filed with the 
Secretary of State.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1957, 55th Leg., p. 111, ch. 54, Sec. 12;  Acts 1981, 67th Leg., 
p. 846, ch. 297, Sec. 30, eff. Aug. 31, 1981;  Acts 1985, 69th Leg., 
ch. 128, Sec. 25, eff. May 20, 1985;  Acts 1993, 73rd Leg., ch. 215, 
Sec. 2.20, eff. Sept. 1, 1993;  Acts 1997, 75th Leg., ch. 375, Sec. 
38, eff. Sept. 1, 1997.

Last modified: August 11, 2007