Texas Business Organizations Code 11.251 – Termination of Filing Entity by Secretary of State
(a) If it appears to the secretary of state that, with respect to a filing entity, a circumstance described by Subsection (b) exists, the secretary of state may notify the entity of the circumstance by regular or certified mail addressed to the entity at the entity’s registered office or principal place of business as shown on the records of the secretary of state.
(b) The secretary of state may terminate a filing entity‘s existence if the secretary finds that:
(1) the entity has failed to, and, before the 91st day after the date notice was mailed has not corrected the entity’s failure to:
(A) file a report within the period required by law or pay a fee or penalty prescribed by law when due and payable; or
(B) maintain a registered agent or registered office in this state as required by law; or
(2) the entity has failed to, and, before the 16th day after the date notice was mailed has not corrected the entity’s failure to, pay a fee required in connection with the filing of its certificate of formation, or payment of the fee was dishonored when presented by the state for payment.
Terms Used In Texas Business Organizations Code 11.251
- Business: means a trade, occupation, profession, or other commercial activity. See Texas Business Organizations Code 1.002
- 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 - Entity: means a domestic entity or foreign entity. See Texas Business Organizations Code 1.002
- Filing entity: means a domestic entity that is a corporation, limited partnership, limited liability company, professional association, cooperative, or real estate investment trust. See Texas Business Organizations Code 1.002
- Law: means , unless the context requires otherwise, both statutory and common law. See Texas Business Organizations Code 1.002
- 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
(c) This subchapter shall not apply to real estate investment trusts.