2022 Texas Statutes
Business Organizations Code
Title 1 - General Provisions
Chapter 9 - Foreign Entities
Subchapter A. Registration
Section 9.011. Voluntary Withdrawal of Registration
Sec. 9.011. VOLUNTARY WITHDRAWAL OF REGISTRATION. (a) A foreign filing entity or foreign limited liability partnership registered in this state may withdraw the entity's or partnership's registration at any time by filing a certificate of withdrawal in the manner required by Chapter 4.
(b) A certificate of withdrawal must state:
(1) the name of the foreign filing entity or foreign limited liability partnership as registered in this state;
(2) the type of foreign filing entity and the entity's or partnership's jurisdiction of formation;
(3) the address of the principal office of the foreign filing entity or foreign limited liability partnership;
(4) that the foreign filing entity or foreign limited liability partnership no longer is transacting business in this state;
(5) that the foreign filing entity or foreign limited liability partnership:
(A) revokes the authority of the entity's or partnership's registered agent in this state to accept service of process; and
(B) consents that service of process in any action, suit, or proceeding stating a cause of action arising in this state during the time the foreign filing entity or foreign limited liability partnership was authorized to transact business in this state may be made on the foreign filing entity or foreign limited liability partnership by serving the secretary of state;
(6) an address to which the secretary of state may mail a copy of any process against the foreign filing entity or foreign limited liability partnership served on the secretary of state; and
(7) that any money due or accrued to the state has been paid or that adequate provision has been made for the payment of that money.
(c) A certificate from the comptroller stating that all taxes administered by the comptroller under Title 2, Tax Code, have been paid must be filed with the certificate of withdrawal in accordance with Chapter 4 if the foreign filing entity is a taxable entity under Chapter 171, Tax Code, other than a foreign nonprofit corporation.
(d) If the existence or separate existence of a foreign filing entity or foreign limited liability partnership registered in this state terminates because of dissolution, termination, merger, conversion, or other circumstances, a certificate by an authorized governmental official of the entity's jurisdiction of formation that evidences the termination shall be filed with the secretary of state.
(e) The registration of the foreign filing entity in this state terminates when a certificate of withdrawal under this section or a certificate evidencing termination under Subsection (d) is filed.
(f) If the address stated in a certificate of withdrawal under Subsection (b)(6) changes, the foreign filing entity or foreign limited liability partnership must promptly amend the certificate of withdrawal to update the address.
(g) A certificate of withdrawal does not terminate the authority of the secretary of state to accept service of process on the foreign filing entity or foreign limited liability partnership with respect to a cause of action arising out of business or activity in this state.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 30, eff. January 1, 2006.
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 11, eff. September 1, 2009.
