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. Frames. Business and Public Filings Division. . Area 4.006 of the BOC approves the SOS to proclaim shapes for any recording instrument or report required or allowed to be documented with the SOS.. . Shapes. Business and Public Filings Division. . SOS will have BOC frames on its site in late December 2005.Some, however not all, structures are on the CD incorporated into materialsUse of the structures is lenient,

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SOS Forms Name Reservations Registrations and Change Filings Business and Public Filings Division

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Forms Section 4.006 of the BOC approves the SOS to declare frames for any recording instrument or report required or allowed to be documented with the SOS. Business and Public Filings Division

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Forms SOS will have BOC frames on its site in late December 2005. A few, however not all, structures are on the CD incorporated into materials Use of the structures is lenient, not compulsory. Business and Public Filings Division

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New Forms! Mergers (BOC elements just) Conversions (BOC elements just) Exchanges (BOC Entities just) Restated Certificates of Formation Early Adoption of BOC Name change by enlisted specialist Business and Public Filings Division

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Forms To the degree conceivable, a few SOS structures are drafted as "non specific" structures in that they can be utilized for both BOC and non-BOC elements. SOS shapes for mergers, transformations, and trades are intended for BOC substances just . They won't work for mergers, transformations, or trades including non-BOC elements. Business and Public Filings Division

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Forms Effectiveness of Filing Provision Option A: effective after recording Option B: effective at a later date Option C : effective upon the event of a future occasion (New!) Business and Public Filings Division

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Filing Instruments Formation or enlistment filings successful on or after Jan. 1, 2006, won't be rejected for: containing extra data not required by the BOC. referencing earlier law (TBCA, TLLCA, TRLPA, and so forth.) utilizing synonymous terms (e.g., articles of joining, application for declaration of specialist, and so on.) Business and Public Filings Division

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Name Reservations Under existing law, name reservations are substance particular and can't be exchanged or utilized for development of another element sort. Under the BOC, name reservations are "nonexclusive." A candidate can utilize a held name to frame any kind of local recording substance. Business and Public Filings Division

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SOS Name Reservation Forms After Jan. 1, 2006, SOS structures will even now request the choice of an element sort. This does not influence the "non specific" nature of the name reservation. Business and Public Filings Division

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Name Reservations Under earlier law, name reservations couldn't be restored. The TBCA was corrected powerful Sept. 1, 2005, to take into account recharging of corporate name reservations. By augmentation, name bookings for charitable, PC, and PA names can likewise be restored preceding lapse. Business and Public Filings Division

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Name Reservations Under the BOC, all name reservations can be reestablished for extra 120-day time frame. Record another application inside 30 days preceding close ( $ 40 ). If not utilizing SOS shape, please recognize the reservation as a recharging. Reestablishment must be made by candidate of record. If not, exchange of name reservation required ( $ 15 ). Business and Public Filings Division

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Certificate of Amendment and Restated Certificate of Formation Uniform prerequisites for all local elements. SOS has proclaimed a nonexclusive: Certificate of Amendment ( Form 424 ) Restated Certificate of Formation (with further changes) ( Form 414 ), and Restated Certificate of Formation (without revisions) ( Form 415 ). Business and Public Filings Division

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Restated Certificate of Formation Voting subtle elements not required. Proclamation of endorsement still required. The repeated testament of development is to be appended to the SOS shape as a display and entitled: "Rehashed Certificate of Formation of XXX" Restated Certificate of Formation may refresh authentication to reflect current names and addresses of overseeing people. Business and Public Filings Division

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Amended Registration of Foreign Entity Foreign documenting substance must alter enrollment inside 90 days of any change to its name or the business or action expressed in its enlistment. § 9.009. Remote documenting substance can alter its BOC enrollment to show change starting with one element sort then onto the next. Outside documenting element can change its BOC enrollment to show merger into another remote recording substance keeping in mind the end goal to have the survivor prevail to enlistment. Business and Public Filings Division

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Other Change Filings If an enlisted specialist changes his/her/its name, the enrolled operator (instead of the substance) can record explanation with the SOS to demonstrate the name change. Business and Public Filings Division

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Signing False Documents BOC Chapter 4. Filings General Provisions Business and Public Filings Division

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False or Fraudulent Filings Under earlier law, it was a Class A crime to purposely sign a record that was physically false with the goal that it be documented with the SOS. House Bill 1507, successful Sept. 1, 2005, changed the TBCA to expand the offense to a state imprison crime if the individual marking a record planned to swindle or damage another. Business and Public Filings Division

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False or Fraudulent Filings BOC punishments for false or fake documenting As of Jan. 1, 2006, it is a Class A wrongdoing to intentionally sign a recording instrument that is substantially false with the purpose that it be documented with the SOS. §4.008 Class An offense is deserving of a sentence of up to 180 days, a fine of up to $4,000, or both. Business and Public Filings Division

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False or Fraudulent Filings BOC expands offense to a State imprison crime if there is plan to dupe or mischief another. State imprison lawful offenses are for the most part deserving of a sentence of 180 days to 2 years in addition to a fine of up to $10,000 . Business and Public Filings Division

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Enforcement The SOS does not have the ability to arraign anybody for criminal infringement related with false filings. In the event that there is a reason for criminal activity, casualties can document a protest with the District or County Attorney. Business and Public Filings Division

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Civil Liabilities A man may recoup common harms on the off chance that he acquires a misfortune created by: a produced documenting instrument; a recording instrument that constitutes an offense under § 4.008; sensible dependence upon a bogus proclamation of material reality in a recorded recording instrument; or the oversight of a material certainty that is required to be in a documenting instrument. § 4.007(a) Business and Public Filings Division

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Civil Liabilities A harmed individual may recuperate from: every individual who manufactured or purposely marked a false instrument; any administrative authority who coordinated the marking and recording of the documenting instrument who knew or ought to have known about the false articulation or oversight; or the element that approves the recording of the documenting instrument. §4.007(b) Business and Public Filings Division

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Enforcement The SOS does not have expert to bring suit for the benefit of gatherings hurt by a false recording. Harmed gatherings can start their own common claims. Business and Public Filings Division

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Mergers, Conversions & Exchanges Terminations - Voluntary & Involuntary Domestic and Foreign Business and Public Filings Division

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Mergers, Conversions & Exchanges Chapter 10 of the BOC administers the general prerequisites for mergers, intrigue trades, and changes. Business and Public Filings Division

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Chapter 10 of the BOC The recording of a declaration of merger is required if: any residential element that is a gathering to the merger is a documenting element; or any local element to be made under the arrangement of merger is a recording substance. Business and Public Filings Division

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Chapter 10 Terminology "local substance" - an association shaped under or the inward undertakings are represented by the BOC. "documenting element" - implies a household element that is an enterprise, constrained organization, restricted obligation organization, proficient affiliation, helpful, or land speculation trust. Business and Public Filings Division

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Chapter 10 Terminology "non-code association" - implies an association other than a local substance Includes a remote organization, bank, insurance agency, or an enterprise, LLC, or LP framed under "earlier law" that has not chosen the BOC, phone agreeable, and so forth. Business and Public Filings Division

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What does this mean? Mergers, solidifications, or transformations of non-code associations that are controlled by uncommon statute will keep on being administered by that exceptional statute. For instance, Chapter 162 of the Utilities Code will keep on governing phone helpful unions and mergers, or changes of an organization to a phone agreeable. Business and Public Filings Division

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Transitional Filings A current organization, constrained obligation organization, restricted association, and general organization that keeps on being administered by "earlier law" needs to consent to the earlier law overseeing the element with a specific end goal to impact a merger, solidification, trade, or transformation. For instance, Article 5.04 of the TBCA will keep on governing the merger of a Texas organization framed preceding January 1, 2006, that is converging with an outside company, unless the Texas partnership has documented an early decision to embrace the BOC. Business and Public Filings Division

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Cross-Statutory Transactions Q: Can a current revenue driven enterprise converge with a company framed under the BOC? A: Yes. Both the TBCA and the BOC mull over and approve the merger with an "other element" [TBCA] or "non-code association" [BOC]. In any case, mind must be brought to consent to the arrangements of the development statute administering every element; that is, the documenting instrument must conform to the prerequisites of the TBCA and the BOC. The recording instrument may

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