Texas Business Organizations Code 4.057 – Abandonment Before Effectiveness
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(a) The parties to a filing instrument may abandon the filing instrument if the instrument has not taken effect.
(b) To abandon a filing instrument the parties to the instrument must file with the filing officer a certificate of abandonment.
Terms Used In Texas Business Organizations Code 4.057
- Entity: means a domestic entity or foreign entity. 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
- Filing officer: means :
(A) with respect to an entity other than a domestic real estate investment trust, the secretary of state; or
(B) with respect to a domestic real estate investment trust, the county clerk of the county in which the real estate investment trust's principal office is located in this state. See Texas Business Organizations Code 1.002 - Officer: means an individual elected, appointed, or designated as an officer of an entity by the entity's governing authority or under the entity's governing documents. See Texas Business Organizations Code 1.002
- Person: means an individual or a corporation, partnership, limited liability company, business trust, trust, association, or other organization, estate, government or governmental subdivision or agency, or other legal entity, or a protected series or registered series of a domestic limited liability company or foreign entity. See Texas Business Organizations Code 1.002
- Signed: includes any symbol executed or adopted by a person with present intention to authenticate a writing. See Texas Government Code 311.005
(c) A certificate of abandonment must:
(1) be signed on behalf of each entity that is a party to the action or transaction by the person authorized by this code to act on behalf of the entity;
(2) state the nature of the filing instrument to be abandoned, the date of the instrument, and the parties to the instrument; and
(3) state that the filing instrument has been abandoned in accordance with the agreement of the parties.
(d) On the filing of the certificate of abandonment, the action or transaction evidenced by the original filing instrument is abandoned and may not take effect.
(e) If in the interim before a certificate of abandonment is filed the name of an entity that is a party to the action or transaction becomes indistinguishable from the name of another entity already on file or reserved or registered under this code, the filing officer may not file the certificate of abandonment unless the entity by or for whom the certificate is filed changes its name in the manner provided by this code for that entity.