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Business Organizations Code: A View from the Trenches

State Bar of Texas Advanced Business Law 2006
October 26-27, 2006, Houston, Texas

Lorna Wassdorf
Office of the Secretary of State
Business & Public Filings Division
1019 Brazos Street
P. O. Box 13697
Austin, Texas 78701-3697
512 463-5591
Fax:  512 475-2781
Carmen Flores
Office of the Secretary of State
Business & Public Filings Division
1019 Brazos, P.O. Box 13697
P. O. Box 13697
Austin, Texas 78701-3697
phone: (512) 463-5588

Chapter 2

Table of Contents

  1. Introduction
  2. Navigation of the BOC
  3. Title 1. Chapter 2: Purposes and Powers of a Domestic Entity
    1. Purposes of a Domestic Entity
    2. What's New for LCCs?
    3. What's New for Nonprofit Corporations?
    4. What's New for Professional Entities?
  4. Title 1. Chapter 3: Formation of Governance
    1. Certificate of Formation of a Domestic Entity
    2. Amended and Restated Certificates of Formation
  5. Title 1. Chapter 4: Filings
    1. Execution of Filings
    2. Facsimile Submission of Filings
    3. Enhanced Penalties for the Submission of a Fraudulent or False Filing
    4. Forms
    5. Effectiveness of Filings
    6. Abandonment of Documents
    7. Filing Fees
    8. Acknowledgment of Filing
    9. Certificate of Correction
  6. Title 1. Chapter 5: Names of Entities, Registered Agent and Registered Office
    1. Entity Name Issues: Name Availability
    2. Name Clearance-A Trap for the Unwary
    3. Some Words Cause Trouble
    4. Words of Organization
    5. Name Issues for Professional Entities
    6. Name Issues for Limited Partnerships
    7. Name Reservations
    8. Assumed Name
    9. Registered Agent and Registered Office
  7. Title 1: Chapter 9: Foreign Entities
    1. Registration under Prior Law
    2. Required Registration of Foreign under the BOC
    3. Permissive Registration of Foreign Entities Under the BOC
    4. Registration Requirements
    5. Foreign LPPs
    6. "Foreign" Foreign Limited Partnerships
    7. BOC Qualification of Out-of-State Professional Entities
    8. Transaction of Business
    9. Post Registration Filings
    10. Transition Issues for Foreign Entities Currently Qualified as Foreign "LLCs"
  8. Title 1. Chapter 10: Mergers, Conversions, and Exchanges
    1. Certificate of Merger Required
    2. Transitional Transactions
    3. Alternative Certified Statement in Lieu of a Plan of Merger
    4. Special Merger Provisions under Prior Law and the BOC
    5. Common Errors To Avoid
    6. Conversions
    7. Common Errors to Avoid
    8. How to Avoid Last Minute Problems with Tax Clearance
    9. What’s New? Merger and Conversion Forms
    10. What’s New for Mergers, Interest Exchanges, and Conversions?
  9. Title 1. Chapter 11: Winding Up and Termination
    1. Winding Up
    2. Certificate of Termination
    3. Involuntary Termination or Revocation by the Secretary of State
  10. Title 1. Chapter 11: Reinstatement
    1. BOC-Entities May Reinstate After a Voluntary Termination
    2. Reinstatement After an Involuntary Termination
    3. Reinstatement After Revocation of Registration
    4. Reinstatement After a Tax Forfeiture
    5. SOS Forms for Reinstatement
    6. Judicial Revocation of Fraudulent Terminations
  11. BOC Transition Issues
    1. Effective Date and Mandatory Application Date
    2. Early Adoption of the BOC
    3. Application of BOC to LLPs
    4. Entities in a Forfeited or Involuntarily Terminated Status
    5. Opt In and Comply?
  12. Doing Business with the Secretary of State
    1. Ministerial Duties
    2. Accessing Information
    3. Official Certifications