Terms Used In Texas Business Organizations Code 4.153

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Certificate of formation: means :
    (A) the document required to be filed with the filing officer under Chapter 3 to form a filing entity; and
    (B) if appropriate, a restated certificate of formation and all amendments of an original or restated certificate of formation. See Texas Business Organizations Code 1.002
  • Conversion: means :
    (A) the continuance of a domestic entity as a non-code organization of any type;
    (B) the continuance of a non-code organization as a domestic entity of any type;
    (C) the continuance of a domestic entity of one type as a domestic entity of another type;
    (D) the continuance of a domestic entity of one type as a foreign entity of the same type that may be treated as a domestication, continuance, or transfer transaction under the laws of the jurisdiction of formation of the foreign entity; or
    (E) the continuance of a foreign entity of one type as a domestic entity of the same type that may be treated as a domestication, continuance, or transfer transaction under the laws of the jurisdiction of formation of the foreign entity. See Texas Business Organizations Code 1.002
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Corporation: means an entity governed as a corporation under Title 2 or 7. See Texas Business Organizations Code 1.002
  • Domestic: means , with respect to an entity, that the entity is formed under this code or the entity's internal affairs are governed by this code. See Texas Business Organizations Code 1.002
  • Filing instrument: means an instrument, document, consent, or statement that is required or authorized by this code to be filed by or for an entity with the filing officer in accordance with Chapter 4. See Texas Business Organizations Code 1.002
  • Foreign: means , with respect to an entity, that the entity is formed under, and the entity's internal affairs are governed by, the laws of a jurisdiction other than this state. See Texas Business Organizations Code 1.002
  • Merger: means :
    (A) the division of a domestic entity into two or more new domestic entities or other organizations or into a surviving domestic entity and one or more new domestic or foreign entities or non-code organizations; or
    (B) the combination of one or more domestic entities with one or more domestic entities or non-code organizations resulting in:
    (i) one or more surviving domestic entities or non-code organizations;
    (ii) the creation of one or more new domestic entities or non-code organizations; or
    (iii) one or more surviving domestic entities or non-code organizations and the creation of one or more new domestic entities or non-code organizations. See Texas Business Organizations Code 1.002
  • Month: means a calendar month. See Texas Government Code 312.011
  • Secretary: means the:
    (A) individual designated as secretary of an entity under the entity's governing documents; or
    (B) officer or committee of persons authorized to perform the functions of secretary of an entity without regard to the designated name of the officer or committee. See Texas Business Organizations Code 1.002

For a filing by or for a nonprofit corporation, the secretary of state shall impose the following fees:
(1) for filing a certificate of formation, $25;
(2) for filing a certificate of amendment, $25;
(3) for filing a certificate of merger, conversion, or consolidation, without regard to whether the surviving or new corporation is a domestic or foreign corporation, $50;
(4) for filing a statement of change of a registered office, registered agent, or both, $5;
(5) for filing a certificate of termination, $5;
(6) for filing an application of a foreign corporation for registration to conduct affairs in this state, $25;
(7) for filing an application of a foreign corporation for an amended registration to conduct affairs in this state, $25;
(8) for filing a certificate of withdrawal of a foreign corporation, $5;
(9) for filing a restated certificate of formation and accompanying statement, $50;
(10) for filing a statement of change of name or address of a registered agent, $15, except that the maximum fee for simultaneous filings by a registered agent for more than one corporation may not exceed $250;
(11) for filing a report under Chapter 22, $5;
(12) for filing a report under Chapter 22 to reinstate a corporation’s right to conduct affairs in this state, $5, plus a late fee in the amount of $5 or in the amount of $1 for each month or part of a month that the report remains unfiled, whichever amount is greater, except that the late fee may not exceed $25;
(13) for filing a report under Chapter 22 to reinstate a corporation or registration following involuntary termination or revocation, $25;
(14) for filing a certificate of validation, $5, plus the filing fee imposed for filing each new filing instrument that is attached as an exhibit to the certificate of validation under § 22.508(c)(3)(C); and
(15) for filing any instrument of a domestic or foreign corporation as provided by this code for which this section does not expressly provide a fee, $5.