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Form 504 — Instructions for Abandonment of Assumed Name Certificate

Form 504 (PDF)  Instructions (PDF)

Commentary

An entity that has filed an assumed business or professional name certificate under chapter 71 of the Texas Business & Commerce Code (TBCC) which ceases to transact business or render services under the assumed name certificate may file in the office of the secretary of state and county clerk a statement of abandonment of that assumed name (TBCC § 71.153).

Instructions for Form

• Items 1 and 2—Assumed Name and Date of Assumed Name Certificate: The abandonment of the assumed name certificate must state the assumed name which is being abandoned and the date the certificate of assumed name was filed in the office of the secretary of state.

• Item 3—Entity Name: The abandonment of assumed name certificate must contain the legal name of the entity as contained in its certificate of formation or comparable document filed with the secretary of state. An incorporated entity, such as a bank or trust company, whose organizational documents are not filed with the secretary of state, would set forth the legal name of the entity as contained in its organizational documents.

• Item 4—File Number: It is recommended that the file number assigned by the secretary of state be provided to facilitate processing of the document.

• Item 5—Office Address in Jurisdiction of Formation: Provide the street address of the registered office or principal office of the entity in the state or country or other jurisdiction of formation. If the entity does not maintain an office address in its jurisdiction of formation, provide the street address of its registered office address in that jurisdiction. If the entity is not required by law to maintain a registered office in its jurisdiction of formation, provide its principal office address in its jurisdiction of formation.

• Item 6—Registered Agent/Office Address in Texas: Complete item 6 only if the entity is:

• a Texas corporation, limited liability company, limited partnership, cooperative association, professional association, or

• a foreign corporation, limited liability company, limited partnership, cooperative association, professional association, or limited liability partnership registered with the secretary of state to transact business.

  6a and 6b: Provide the street address of the entity’s registered office address in item 6a and the name of the registered agent at such address in item 6b.

  6c: Provide the entity’s principal office address in Texas in item 6c if the address is different from the address provided for the entity’s registered office (item 6a).

• Item 7—Address Information For Entities Not Required to Maintain a Registered Office: Complete item 7 if the entity is:

• an entity organized under Texas law that is required to file an assumed name certificate under Texas law, but is not required to maintain a registered agent and registered office address, such as a Texas limited liability partnership or state bank; or

• a foreign corporation, limited liability company, limited partnership, cooperative association, professional association, or limited liability partnership that is not required to register with the secretary of state to transact business, but is required to file an assumed name certificate.

  Complete item 7b only if the address of the entity’s principal place of business in Texas is not the same as the address of its principal office in Texas (item 7a). Provide the entity’s address outside of Texas (item 7c) only if entity is not organized under the laws of Texas.

• Item 8—County or Counties in which the Assumed Name Used: The abandonment of assumed name certificate is required to state the date on which an original assumed name certificate was filed in each of county where the original assumed name certificate was filed. County filings for corporations, limited partnerships, limited liability companies, and limited liability partnerships are required only in the county or counties where the entity maintains its registered office and its principal office.

• Execution: An abandonment of assumed name certificate should be executed in the same manner as an original assumed name certificate. An original assumed name certificate is executed by an officer, general partner, member, manager, representative, or attorney in fact for the corporation, limited partnership, limited liability partnership, or limited liability company. An abandonment executed by an attorney in fact shall include a statement that the attorney in fact has been duly authorized in writing by his principal to execute the certificate. Please review the form carefully. Pursuant to section 71.203, a person commits an offense under section 37.10, Penal Code, if the person intentionally or knowingly signs or directs the filing of an abandonment that the person knows contains a materially false statement.

• Payment and Delivery Instructions: The filing fee for an abandonment of assumed name certificate filed with the secretary of state is $10. Fees may be paid by personal checks, money orders, LegalEase debit cards, or American Express, Discover, MasterCard, and Visa credit cards. Checks or money orders must be payable through a U.S. bank or financial institution and made payable to the secretary of state. Fees paid by credit card are subject to a statutorily authorized convenience fee of 2.7 percent of the total fees.

  Submit the completed form in duplicate along with the filing fee. The form may be mailed to P.O. Box 13697, Austin, Texas 78711-3697; or delivered to the James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. On filing the document, the secretary of state will return the appropriate evidence of filing to the submitter together with a file-stamped copy of the document, if a duplicate copy was provided as instructed.

Revised 05/11