Texas Business Organizations Code 9.104 – Procedures for Reinstatement
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(a) A foreign filing entity, to have its registration reinstated, must complete the requirements of this section not later than the third anniversary of the date the revocation of the entity’s registration took effect.
(b) The foreign filing entity shall file a certificate of reinstatement in accordance with Chapter 4.
Terms Used In Texas Business Organizations Code 9.104
- Comptroller: means the state comptroller of public accounts. See Texas Government Code 312.011
- 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
- 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 - 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
- Foreign filing entity: means a foreign entity, other than a foreign limited liability partnership, that registers or is required to register as a foreign entity under Chapter 9. See Texas Business Organizations Code 1.002
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
(c) The certificate of reinstatement must contain:
(1) the name of the foreign filing entity;
(2) the filing number assigned by the filing officer to the entity;
(3) the effective date of the revocation of the entity’s registration; and
(4) the name of the entity’s registered agent and the address of the entity’s registered office.
(d) A tax clearance letter from the comptroller stating that the foreign filing entity has satisfied all franchise tax liabilities and its registration may be reinstated must be filed with the certificate of reinstatement if the foreign filing entity is a taxable entity under Chapter 171, Tax Code, other than a foreign nonprofit corporation.
(e) The registration of a foreign filing entity may not be reinstated under this section if the termination occurred as a result of:
(1) an order of a court; or
(2) forfeiture under the Tax Code.