2005 Texas Code - Business Corporation Act ARTICLE 11.01. EMERGENCY CLAUSE


Business Corporation Act
Part 10.
Art. 10.01. Filing and Filing Fees A. The Secretary of State is authorized and required to collect for the use of the State the following fees: (1) Filing articles of incorporation of a domestic corporation and issuing a certificate of incorporation, Three Hundred Dollars ($300.00). (2) Filing articles of amendment of a domestic corporation and issuing a certificate of amendment, One Hundred Fifty Dollars ($150.00). (3) Filing articles of merger, whether the surviving or new corporation be a domestic or foreign corporation, or articles of exchange Three Hundred Dollars ($300.00). (4) Filing an application of a foreign corporation for a certificate of authority to transact business in this State and issuing such a certificate of authority, Seven Hundred Fifty Dollars ($750.00). (5) Filing an application of a foreign corporation for an amended certificate of authority to transact business in this State and issuing such an amended certificate of authority, One Hundred Fifty Dollars ($150.00). (6) Filing restated articles of incorporation of a domestic corporation, Three Hundred Dollars ($300.00). (7) Filing application for reservation of corporate name and issuing a certificate therefor, Forty Dollars ($40.00). (8) Filing notice of transfer of reserved corporate name and issuing a certificate therefor, Fifteen Dollars ($15.00). (9) Filing application for registration of corporate name and issuing a certificate therefor, Seventy-Five Dollars ($75.00). (10) Filing application for renewal of registration of corporate name and issuing a certificate therefor, Seventy-Five Dollars ($75.00). (11) Filing statement of change of registered office or registered agent, or both, Fifteen Dollars ($15.00). (12) Filing statement of change of address of registered agent, Fifteen Dollars ($15.00); provided, however, that the maximum fee for simultaneous filings by a registered agent for more than one corporation shall not exceed Seven Hundred Fifty Dollars ($750.00). (13) Filing statement of resolution establishing series of shares, Fifteen Dollars ($15.00). (14) Filing statement of cancellation of redeemable shares, Fifteen Dollars ($15.00). (15) Filing statement of cancellation of re-acquired shares, Fifteen Dollars ($15.00). (16) Filing statement of reduction of stated capital, Fifteen Dollars ($15.00). (17) Filing articles of dissolution and issuing certificate therefor, Forty Dollars ($40.00). (18) Filing application for withdrawal and issuing certificate therefor, Fifteen Dollars ($15.00). (19) Filing certificate from home state that foreign corporation is no longer in existence in said state, Fifteen Dollars ($15.00). (20) Filing a bylaw or agreement restricting transfer of shares or securities other than as an amendment to the articles of incorporation, Fifteen Dollars ($15.00). (21) Filing any instrument pursuant to this Act not expressly provided for above, Fifteen Dollars ($15.00). (22) Filing application for reinstatement of corporate charter or certificate of authority following forfeiture under the Tax Code, Seventy-Five Dollars ($75.00). (23) Blank (24) Filing articles of conversion and issuing a certificate of conversion, Three Hundred Dollars ($300.00). B. Except as otherwise expressly provided in this Act, any instrument to be filed pursuant to this Act shall be signed on behalf of the filing corporation by an officer, and the original and a copy of the instrument shall be delivered to the Secretary of State with copies attached thereto of any document incorporated by reference in or otherwise made a part of such instrument, or to be filed by means of such instrument. If the Secretary of State finds that such instrument conforms to law, he shall, when all franchise taxes and fees have been paid as prescribed by law: (a) endorse on the original and the copy the word "Filed", and the month, day, and year of the filing thereof; (b) file the original in his office; (c) issue any certificate required by this Act relating to the subject matter of the filed instrument; and (d) return the copy, affixed to any certificate required to be issued by the Secretary of State, to the corporation or its representative. Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Amended by Acts 1957, 55th Leg., p. 111, ch. 54, Sec. 13; Acts 1961, 57th Leg., p. 451, ch. 224, Sec. 1, eff. May 25, 1961; Acts 1967, 60th Leg., p. 1729, ch. 657, Sec. 18, eff. June 17, 1967; Acts 1969, 61st Leg., p. 2701, ch. 884, Sec. 1, eff. Sept. 1, 1969; Acts 1975, 64th Leg., p. 321, ch. 134, Sec. 21, eff. Sept. 1, 1975; Acts 1979, 66th Leg., p. 232, ch. 120, Sec. 46, eff. May 9, 1979; Acts 1981, 67th Leg., p. 847, ch. 297, Sec. 32, eff. Aug. 31, 1981; Acts 1983, 68th Leg., p. 315, ch. 69, Sec. 10, eff. Sept. 1, 1983; Acts 1983, 68th Leg., p. 687, ch. 158, Sec. 4, eff. May 20, 1983; Acts 1987, 70th Leg., ch. 1007, Sec. 9, eff. June 19, 1987; Acts 1987, 70th Leg., ch. 93, Sec. 32, eff. Aug. 31, 1987; Acts 1991, 72nd Leg., 1st C.S., ch. 5, Sec. 3.04, eff. Sept. 1, 1991; Acts 1997, 75th Leg., ch. 375, Sec. 43, eff. Sept. 1, 1997; Acts 1997, 75th Leg., ch. 948, Sec. 2, eff. Sept. 1, 1997. Art. 10.02. Penalty for Signing False Document A. A person commits an offense if he signs a document he knows is false in any material respect with intent that the document be delivered on behalf of a corporation to the Secretary of State for filing. B. An offense under this article is a Class A misdemeanor. Added by Acts 1985, 69th Leg., ch. 128, Sec. 26, eff. May 20, 1985. Art. 10.03. Delayed Effectiveness of Certain Filings A. The effectiveness of (i) the incorporation of a corporation under this Act, (ii) an amendment to a corporation's articles of incorporation, including an amendment effected pursuant to a statement of resolution establishing a series of shares, (iii) the restatement of articles of incorporation of a corporation, (iv) a merger or share exchange, (v) a cancellation of redeemable or reacquired shares or a reduction in stated capital, (vi) a voluntary dissolution, (vii) the authorization or withdrawal of a foreign corporation to transact business in this State, (viii) an amendment to the certificate of authority of a foreign corporation, (ix) a bylaw or agreement restricting the transfer of shares or securities of a corporation pursuant to this Act, (x) a change in registered office or registered agent, (xi) a change of address of a registered agent (each such act or document being a "Permitted Act"), or (xii) a conversion may be made effective as of a time and date after the time and date otherwise provided in this Act or may be made effective upon the occurrence of events or facts that may occur in the future, which events or facts may include future acts of any person or entity, if: (1) the articles, statement, application, or other filing that is required by this Act to be filed with the Secretary of State to make effective such Permitted Act clearly and expressly set forth, in addition to any other statement or information required to be set forth therein, (i) the time and date on which such Permitted Act is to become effective or (ii) if such Permitted Act is to become effective upon the occurrence of events or facts that may occur in the future, (a) the manner in which such events or facts shall operate to cause such Permitted Act to become effective and (b) the date of the 90th day after the date of the filing of such articles, statement, application or other filing; (2) in the case of a Permitted Act that is to become effective as of a time or date after the time and date otherwise provided in this Act, (i) such subsequent time and date is not more than 90 days after the date of the filing of the articles, statement, application, or other filing that is otherwise required by this Act to be filed with the Secretary of State to make effective such Permitted Act and (ii) the time on which the Permitted Act is to become effective is not midnight or 12:00 p.m.; and (3) in the case of a Permitted Act that is to be made effective upon the occurrence of events or facts that may occur in the future, other than the mere passage of time, a statement that all such events or facts upon which the effectiveness of such Permitted Act is conditioned have been satisfied or waived, and of the date on which such condition was satisfied or waived, is filed with the Secretary of State within 90 days of the date of the filing of the articles, statement, application or other filing that is otherwise required by this Act for such Permitted Act to become effective. B. The statement required by Subsection 3 of Section A of this Article shall be executed on behalf of each domestic or foreign corporation or other entity that was required to execute the articles, statement, application, or other filing that is otherwise required by this Act to be filed with the Secretary of State to make effective such Permitted Act by an officer or other duly authorized representative, including an officer or duly authorized representative of any successor domestic or foreign corporation or other entity, and an original and a copy thereof shall be filed with the Secretary of State. If the Secretary of State finds that such statement conforms to the provisions of this Act, he shall: (1) Endorse on the original and the copy the word "Filed" and the month, day, and year of the filing thereof. (2) File the original in his office. (3) Return the copy to the filing party or its representative. C. If any Permitted Act is to become effective as of a time or date after the time and date otherwise provided in this Act for such Permitted Act to become effective, notwithstanding any other provision of this Act to the contrary, such Permitted Act shall become, to the extent permitted by Section A of this Article, effective as of such subsequent time and date, and any certificate issued by the Secretary of State upon the filing of the articles, statement, application or other filing that is otherwise required by this Act for such Permitted Act to become effective shall expressly set forth the time and date upon which such Permitted Act is to become effective. D. If any Permitted Act is to be made effective upon the occurrence of events or facts that may occur in the future, other than the mere passage of time, and the statement required by Subsection 3 of Section A of this Article is filed with the Secretary of State within the time prescribed therein, such Permitted Act shall become effective as of the time and date on which the latest specified event or fact shall have occurred or the time and date on which such condition is otherwise satisfied or waived. Any certificate issued or notation, acknowledgement or other statement made by the Secretary of State upon the filing of the articles, statement, application or other filing that is otherwise required by this Act for such Permitted Act to become effective shall state that "The effectiveness of the action to which this instrument relates is conditioned upon the occurrence of certain facts or events described in the filing to which this instrument relates" or shall make reference in such manner as the Secretary of State shall approve to the fact that the effectiveness of the action is so conditioned. The time and date on which a condition to the effectiveness of a Permitted Act is satisfied or waived as set forth in a statement filed with the Secretary of State pursuant to Subsection 3 of Section A of this Article shall be conclusively regarded as the time and date on which such condition was satisfied or waived for purposes of this Article. E. If the effectiveness of any Permitted Act is conditioned upon the occurrence of events or facts that may occur in the future, other than the mere passage of time, and the statement required by Subsection 3 of Section A of this Article is not filed with the Secretary of State within the time prescribed therein, such Permitted Act shall not become effective unless there is subsequently filed with the Secretary of State the articles, statement, application, or other filing required by this Act to be filed with the Secretary of State to make effective such Permitted Act. Added by Acts 1991, 72nd Leg., ch. 901, Sec. 41, eff. Aug. 26, 1991. Amended by Acts 1993, 73rd Leg., ch. 215, Sec. 2.21, eff. Sept. 1, 1993; Acts 1997, 75th Leg., ch. 375, Sec. 44, eff. Sept. 1, 1997.

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