Texas Business Organizations Code - Section 9.011. Voluntary Withdrawal Of Registration
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§ 9.011. VOLUNTARY WITHDRAWAL OF REGISTRATION. (a) A
foreign filing entity or foreign limited liability partnership
registered in this state may withdraw the entity's or partnership's
registration at any time by filing a certificate of withdrawal in
the manner required by Chapter 4.
(b) A certificate of withdrawal must state:
(1) the name of the foreign filing entity or foreign
limited liability partnership as registered in this state;
(2) the type of foreign filing entity and the entity's
or partnership's jurisdiction of formation;
(3) the address of the principal office of the foreign
filing entity or foreign limited liability partnership;
(4) that the foreign filing entity or foreign limited
liability partnership no longer is transacting business in this
state;
(5) that the foreign filing entity or foreign limited
liability partnership:
(A) revokes the authority of the entity's or
partnership's registered agent in this state to accept service of
process; and
(B) 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 or foreign
limited liability partnership was authorized to transact business
in this state may be made on the foreign filing entity or foreign
limited liability partnership by serving the secretary of state;
(6) an address to which the secretary of state may mail
a copy of any process against the foreign filing entity or foreign
limited liability partnership served on the secretary of state;
and
(7) that any money due or accrued to the state has been
paid or that adequate provision has been made for the payment of
that money.
(c) A certificate from the comptroller that all franchise
taxes have been paid must be filed with the certificate of
withdrawal in accordance with Chapter 4 if the foreign filing
entity is a foreign professional corporation, foreign for-profit
corporation, or foreign limited liability company.
(d) If the existence or separate existence of a foreign
filing entity or foreign limited liability partnership registered
in this state terminates because of dissolution, termination,
merger, conversion, or other circumstances, a certificate by an
authorized governmental official of the entity's jurisdiction of
formation that evidences the termination shall be filed with the
secretary of state.
(e) The registration of the foreign filing entity in this
state terminates when a certificate of withdrawal under this
section or a certificate evidencing termination under Subsection
(d) is filed.
(f) If the address stated in a certificate of withdrawal
under Subsection (b)(6) changes, the foreign filing entity or
foreign limited liability partnership must promptly amend the
certificate of withdrawal to update the address.
(g) A certificate of withdrawal does not terminate the
authority of the secretary of state to accept service of process on
the foreign filing entity or foreign limited liability partnership
with respect to a cause of action arising out of business or
activity in this state.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. Amended by
Acts 2005, 79th Leg., ch. 64, § 30, eff. Jan. 1, 2006.
Section: 9.003 9.004 9.006 9.007 9.008 9.009 9.010 9.011 9.051 9.052 9.053 9.054 9.055 9.101 9.102
Last modified: August 11, 2007
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