Form 427 — Instructions for Certificate of Abandonment
Commentary
A filing instrument that has not taken effect may be abandoned by agreement of the parties to the transaction. When the effectiveness of a filing instrument is conditioned on the occurrence of a future event or fact and that event or fact does not occur, the parties to the filing instrument must file a certificate of abandonment. The abandonment must be filed before the delayed effective date stated in the instrument or the occurrence of the future event or satisfaction of fact that would cause the instrument to be effective. To abandon the instrument, the parties must file a certificate of abandonment with the secretary of state in accordance with section 4.057 of the Texas Business Organizations Code (BOC).
If the effect of a filing instrument is conditioned on the occurrence of a future event or fact, other than the passage of time, a statement confirming that each event or fact has been satisfied or waived must be filed with the secretary of state not later than the 90th day after the instrument is filed (Form 805). If the statement is not timely filed, the filing instrument does not take effect. A new filing instrument must be filed in order to effectuate the transaction.
The certificate of abandonment may not be filed if the name of an entity that is a party to the transaction has become unavailable. The certificate of abandonment may be filed however if the entity by or for whom the certificate is filed changes its name in the manner provided by the applicable law governing the filing entity (BOC § 4.057(e)).
Instructions for Form
Entity Information: The certificate of abandonment must contain the legal name of the entity. If the instrument to be abandoned is a merger, exchange or conversion, state the name of each entity that is a party to the transaction. It is recommended that the file number assigned by the secretary of state to the named entity or entities be provided to facilitate processing of the document.
Instrument to be Abandoned: The certificate of abandonment must state the nature of the instrument (type of filing), the date of filing of the instrument, and the names of all parties to the instrument.
Statement of Approval: The abandonment must state that the filing instrument has been abandoned in accordance with the agreement of the parties.
- Execution: A certificate of abandonment must be signed on behalf of each entity that is a party to the action or transaction by a person authorized to act on behalf of the entity. Generally, a governing person or managerial official of the entity signs a filing instrument.
The certificate of abandonment 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 a certificate of abandonment is $15, unless the filing entity is a nonprofit corporation or a cooperative association. The filing fee for a nonprofit corporation or a cooperative association is $5.
Online Filing
- For faster processing submit your filing through SOSPortal. You will be prompted to enter all required information through the online filing screens.
- Payments may be made by ACH or credit card (credit card payments include a convenience fee of $0.25 plus 2.25% of total fees).
- Evidence of filing will be emailed to the submitter.
Mail or In Person Filing
- Payments may be made by check or money order.
- Mail filings to: P.O. Box 13697, Austin, TX 78711-3697
- Deliver filings to: 400 W. 15th St., Austin, TX 78701
- Evidence of filing will be mailed to the submitter.
When submitting your filing, do not include:
- These instructions pages
- Duplicate copies of the document
- Personal identifying information (PII)
Including any of these may result in rejection. For questions about SOSPortal, please contact the Secretary of State's office by email.
Revised 09/26
