XII. Doing Business with the Secretary of State
A. Ministerial Duties
- The filing duties of the secretary of state are ministerial and mandatory. This means that the secretary of state cannot be enjoined from filing a document that on its face conforms to law.
- The secretary of state does not determine whether the person signing a document has the capacity claimed or that the signature affixed to the document is, in fact, the signature of the named person.
- Unless otherwise authorized by law, the secretary of state has no statutory or administrative authority to revoke a filing because the document contained false statements.
B. Accessing Information
The secretary of state has upgraded its computer technology and the agency’s use of technology in order to facilitate public access to information.
- The secretary of state has a presence on the World Wide Web. Currently, you will find all administrative rules and all of the business organization forms that have been promulgated by the office on the Web. FAQs relating to filing issues are accessible from the side navigation bar on the Corporations Section home page.
- Secretary of state records, including corporation, limited partnership, limited liability company, assumed name, trademark, and UCC filings, are available from the web through SOSDirect. In accordance with section 405.018 of the Government Code, the secretary of state has set a fee of $1.00 for searches over SOSDirect.
- SOSDirect provides subscribers with an electronic self-service business center that permits online access to filing functions and certification or copy orders. In general, SOSDirect is available twenty-four hours a day, Sunday through Saturday. Further information regarding SOSDirect can be obtained on this site.
- Most employees in the office can be reached via Internet e-mail. The e-mail address is the name of the firstname.lastname@example.org. The naming convention for any employee is first initial followed by the last name. For example, the e-mail address for Lorna Wassdorf is email@example.com.
- If you are not comfortable using the SOSDirect electronic resource, requests for information or for preliminary name availability determinations may be made by telephone at (512) 463-5555 or by e-mail. Copies or certificate requests may be placed with a person on staff by telephone at (512) 463-5555, by e-mail or by faxing your written request to (512) 463-5709.
- If you wish to pose a question to the legal staff regarding a filing issue, you may send an e-mail.
- The legal staff of the Corporations Section may be contacted by telephone at the following numbers:
|| 512 463-9856
C. Official Certifications
Recent changes to the business organization statutes have changed the language used in official certifications of entity status.
- House Bill 1154, House Bill 1507, and House Bill 1319 include amendments to the Texas Revised Limited Partnership Act, the Texas Business Corporation Act, and the BOC that clarify that the secretary of state shall regard an entity as being “in existence” until a certificate of termination is filed with the secretary of state.
- As a result of this legislative action, modifications have been made to certificates of status (existence) issued by the secretary of state. A certificate of status of an entity that has not been dissolved/terminated will indicate that the entity is in existence.
- An entity that has an active status (i.e., that has not been judicially, voluntarily or involuntarily terminated or forfeited under the Tax Code), but that has an outstanding notice, deficiency, or delinquency will have its “in existence” status clarified by other identifying phrases. The following are phrases that describe an active status:
- In existence—an active status. No certificate of dissolution/termination or certificate of revocation has been issued by the secretary of state.
- Delinquent—an active status indicating that a professional association has failed to submit its annual statement by June 30, and has not yet been involuntarily dissolved/terminated.
- Forfeited Rights—an active status indicating that a nonprofit corporation or a limited partnership has failed to submit its periodic report within 30 days after mailing by the secretary of state, and has not yet been involuntarily dissolved/cancelled/terminated.
- RA Notice Sent—an active status indicating that the registered agent of the entity has resigned and a new registered agent has not been designated or that an allegation has been made that the entity is not maintaining a registered agent. Notice of the need to appoint a new registered agent has been mailed by the secretary of state.
- Report Due—an active status indicating that a nonprofit corporation or a limited partnership has been requested to file a periodic report, or a professional association has been requested to file an annual statement. The due date for the report or annual statement has not passed.
- Effective September 1, 2005, the cost of an apostille or official certification issued in connection with a certified copy or certificate of fact increased from $10 to $15.