Contents
Form Example
Form
The attached form is designed to meet minimal statutory filing requirements pursuant to the relevant code provisions. This form and the information provided are not substitutes for the advice and services of an attorney and tax specialist.
Commentary
This form may be used to reinstate: (1) the existence of a domestic filing entity that has been voluntarily terminated; (2) the existence of a domestic filing entity that has been involuntarily terminated by action of the secretary of state; or (3) the registration of a foreign filing entity whose registration has been revoked by action of the secretary of state.
Do Not Use This Form If:
ｸThe entity’s existence or registration was forfeited under the Tax Code. See Form 801.
ｸThe entity is a professional association that was terminated or revoked for failure to timely file an annual statement. See Form 814.
ｸThe entity was terminated or revoked by court order.
ﾝTime Frames for Reinstatement ﾝ
ﾾVoluntarily Terminated Domestic Entity: Certificate of reinstatement must be filed no later than the third (3rd) anniversary of the effective date of the termination. (See part 4A of the form.)
ﾾInvoluntarily Terminated Domestic Entity: Certificate of reinstatement may be filed at any time so long as the entity would otherwise have continued to exist. However, the entity is considered to have
continued in existence without interruption from the date of termination only if the entity is reinstated before the third (3rd) anniversary of the date of involuntary termination. (See 4B.)
ﾾRevoked Foreign Entity Registration: Certificate of reinstatement must be filed no later than the third (3rd) anniversary of the effective date of the revocation. (See 4C.)
Instructions for Form
ｸItem
ｸItem
ｸItem
ｸItem
4A. Reinstatement of a Texas Entity Following Voluntary Termination: Sections 11.201 and 11.202 of the BOC permit reinstatement no later than the third anniversary of the effective date of termination if the owners, members, governing persons, or other persons specified by the BOC approve the reinstatement in the manner provided by the title of the BOC governing the entity and:
Form 811 |
1 |
(1)the termination was by mistake or was inadvertent;
(2)the termination occurred without the approval of the entity’s governing persons when approval is required by the title of the BOC governing the entity;
(3)the process of winding up before termination had not been completed by the entity; or
(4)the legal existence of the entity is necessary to convey or assign property, to settle or release a claim or liability, to take an action, or to sign an instrument or agreement.
4B. Reinstatement of a Texas Entity Following Involuntary Termination: Section 11.251 of the BOC authorizes the secretary of state to involuntarily terminate a domestic filing entity, other than a domestic real estate investment trust, if the secretary finds that the entity has failed to:
(1)file a report within the period required by law or to pay a fee or penalty prescribed by law when due and payable;
(2)maintain a registered agent or registered office in Texas as required by law; or
(3)pay a fee required in connection with a filing, or payment of the fee was dishonored when presented by the state for payment.
As a condition to reinstatement, the entity must correct the circumstances that led to termination and any other circumstances of the type described above, including paying any fees, interest or penalties.
4C. Reinstatement of a Foreign Entity Following Revocation: Section 9.101 of the BOC authorizes the secretary of state to revoke the registration of a foreign filing entity if the secretary finds that the entity has failed to:
(1)file a report within the period required by law or to pay a fee or penalty prescribed by law when due and payable;
(2)maintain a registered agent or registered office in Texas as required by law;
(3)amend its registration when required by law; or
(4)pay a fee required in connection with a filing, or payment of the fee was dishonored when presented by the state for payment.
As a condition to reinstatement, the entity must correct the circumstances that led to revocation and any other circumstances of the type described above, including paying any fees, interest or penalties.
ｸItem
An entity that was involuntarily terminated or that had its registration revoked for failure to maintain a registered agent or registered office in Texas need not submit an additional filing to change the registered agent or registered office.
Consent: A person designated as the registered agent of an entity must have consented, either in a written or electronic form, to serve as the registered agent of the entity. Although consent is required, a copy of the person’s written or electronic consent need not be submitted with the reinstatement. The liabilities and penalties imposed by sections 4.007 and 4.008 of the BOC apply with respect to a false statement in a filing instrument that names a person as the registered agent of an entity without that person’s consent. (BOC § 5.207)
Office Address Requirements: The registered office address must be located at a street address where service of process may be personally served on the entity’s registered agent during normal
Form 811 |
2 |
business hours. Although the registered office is not required to be the entity’s principal place of business, the registered office may not be solely a mailbox service or telephone answering service (BOC § 5.201).
ｸEntity Name Availability: The reinstatement cannot be filed if the entity name is the same as, deceptively similar to, or similar to the name of any existing domestic or foreign filing entity, or any name reservation or registration filed with the secretary of state. The administrative rules for determining entity name availability (Texas Administrative Code, title 1, part 4, chapter 79, subchapter C) may be viewed at http://www.sos.state.tx.us/tac/index.shtml.
If the entity name is no longer available or written consent for the use of the name is required but cannot be obtained, the entity must amend its certificate of formation or application for registration, as appropriate, to state an available name. The amendment must be submitted at the same time as the certificate of reinstatement.
ｸTax Clearance: Unless the entity is a nonprofit corporation, a certificate of reinstatement must be accompanied by a tax clearance letter from the Texas Comptroller of Public Accounts stating that the entity has satisfied all franchise tax liabilities and may be reinstated.
Contact the Comptroller for assistance in complying with franchise tax filing requirements and obtaining the necessary tax clearance letter. The Comptroller may be contacted by
ｸExecution: The reinstatement must be signed by a person authorized to act on behalf of the entity in regard to the filing instrument. Generally, a governing person or managerial official of the entity signs a filing instrument.
The certificate of reinstatement need not be notarized. However, before signing, please read the statements on this form carefully. The designation or appointment of a person as the registered agent by a managerial official is an affirmation by that official that the person named in the instrument has consented to serve as registered agent. (BOC § 5.2011)
A person commits an offense under section 4.008 of the BOC if the person signs or directs the filing of a filing instrument the person knows is materially false with the intent that the instrument be delivered to the secretary of state for filing. The offense is a Class A misdemeanor unless the person’s intent is to harm or defraud another, in which case the offense is a state jail felony.
ｸPayment and Delivery Instructions: Unless the entity is a nonprofit corporation or cooperative association, the filing fee for reinstatement following an involuntary termination or revocation is $75, and the filing fee for reinstatement following a voluntary termination is $15. The filing fee for reinstating a nonprofit corporation or a cooperative association is $5.
Fees may be paid by personal checks, money orders, LegalEase debit cards, or American Express, Discover, MasterCard, and Visa credit cards. Checks or money orders must be payable through a U.S. bank or financial institution and made payable to the secretary of state. Fees paid by credit card are subject to a statutorily authorized convenience fee of 2.7 percent of the total fees. Applicable fees for any additional filings required as a condition for reinstatement must be submitted together with the appropriate filing fee for the certificate of reinstatement.
Submit the completed form in duplicate along with the filing fee. The form may be mailed to P.O. Box 13697, Austin, Texas
Revised 05/11
Form 811 |
3 |
Form 811 (Revised 05/11)
Submit in duplicate to: Secretary of State P.O. Box 13697 Austin, TX
512
Filing Fee: See instructions
This space reserved for office use.
Certificate of
Reinstatement
1. The name of the entity is:
The entity is a foreign entity that was required to obtain its registration under a name that differs from the legal name stated above. The name under which the entity is registered is:
The file number issued to the filing entity by the secretary of state is:
2. The jurisdiction of organization of the entity is:
(state or country)
The entity was organized or obtained its certificate of registration on:
mm/dd/yyyy
3. The effective date of the entity’s termination or revocation is:
mm/dd/yyyy
4.The condition giving rise to the termination of the entity’s existence or the revocation of its registration is described below. The entity requests reinstatement under the following code provision:
(Select the appropriate box below. Do not check more than one box.)
4A. Reinstatement of a Texas Entity Following a Voluntary Termination (3 year limit)
The domestic filing entity requests reinstatement under section 11.202 of the BOC following the filing of a certificate of termination. The undersigned certifies that the conditions for reinstatement of the entity’s certificate of formation are met and that the reinstatement of the filing entity has been approved in the manner provided by the Texas Business Organizations Code.
4B. Reinstatement of a Texas Entity Following an Involuntary Termination
The domestic filing entity requests reinstatement of its certificate of formation after the involuntary termination of its existence by the secretary of state pursuant to subchapter F of chapter 11 of the Code. The entity has corrected the circumstances giving rise to its involuntary termination and has taken any other action required for its reinstatement, including the payment of any fees, interest, or penalties. The undersigned certifies that the reinstatement of the filing entity has been approved in the manner required by the Texas Business Organizations Code.
4C. Reinstatement Following Revocation of Registration of a Foreign Entity (3 year limit)
The foreign filing entity requests the reinstatement of its certificate of registration after its revocation by the secretary of state pursuant to subchapter C of chapter 9 of the BOC. The entity has corrected the circumstances giving rise to its revocation and has taken any other action required for its reinstatement, including the payment of any fees, interest, or penalties.
Form 811 |
4 |
5.The name of the entity’s registered agent and the address of the entity’s registered office are as
follows: (Select and complete either A or B and complete C)
A. The registered agent is an organization (cannot be the entity seeking reinstatement) by the name of:
OR
B. The registered agent is an individual resident of the state whose name is set forth below:
First Name |
M.I. |
Last Name |
Suffix |
C. The business address of the registered agent and the registered office address is:
|
|
TX |
|
Street Address |
City |
State |
Zip Code |
The street address of the registered office as stated in this instrument is the same as the registered agent’s business address.
Additional Documentation or Filings
Comptroller of Public Accounts Tax Clearance Letter (Required, unless entity is a nonprofit corporation.)
Amendment to Certificate of Formation or Registration (Required if entity name is no longer available.) Other
(A certificate of reinstatement may be conditioned on the submission of additional filings. See instructions.)
Execution
The undersigned affirms that the person designated as registered agent has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.
Date:
By:
Signature of authorized person (see instructions)
Printed or typed name of authorized person
Form 811 |
5 |
More PDF Templates
Massage License Texas - This form also serves an important role in maintaining professional standards in massage therapy.
Title Endorsement Guide - Proper completion of the form helps prevent tax lien complications.
Common mistakes
-
Incorrect Entity Name or File Number: Many individuals mistakenly enter the wrong legal name of the entity or fail to include the secretary of state file number. This information is crucial for identifying the specific entity that requires reinstatement. Without accurate details, the form may be rejected or delayed.
-
Failure to Provide Jurisdictional Information: Some people overlook the importance of specifying the jurisdiction of organization and the date of organization or registration in Texas. This information helps confirm that the correct entity is being reinstated and prevents potential complications.
-
Checking Multiple Grounds for Reinstatement: Applicants often make the mistake of checking more than one box in the conditions for reinstatement section. The instructions clearly state that only one box should be selected. This error can lead to confusion and may result in the rejection of the application.
-
Neglecting Registered Agent Requirements: Individuals sometimes fail to provide the current registered agent and registered office information. The registered agent cannot be the entity itself, and consent from the registered agent must be obtained. Incomplete or incorrect information in this section can cause delays in the reinstatement process.
-
Omitting the Tax Clearance Letter: For entities that are not nonprofit corporations, a tax clearance letter from the Texas Comptroller is required. Many applicants forget to include this letter, which confirms that all franchise tax liabilities are satisfied. Without it, the reinstatement cannot proceed.
Key takeaways
When filling out and using the Texas 811 form, it is essential to understand its purpose and requirements. Here are key takeaways to keep in mind:
- Purpose of the Form: The Texas 811 form is used to reinstate the existence of certain entities that have been voluntarily or involuntarily terminated, or to reinstate a foreign entity whose registration has been revoked.
- Eligibility Criteria: This form is not for entities forfeited under the Tax Code, professional associations terminated for not filing annual statements, or those terminated by court order.
- Time Limits: For voluntarily terminated domestic entities, the form must be filed within three years of termination. Involuntary terminations have similar time frames for reinstatement.
- Entity Information: Accurate details about the entity, including its legal name and file number, must be provided. If the entity has a different assumed name, that should also be included.
- Conditions for Reinstatement: Select the appropriate box on the form that matches the reason for reinstatement, ensuring only one box is checked.
- Registered Agent: The form requires updated information about the registered agent and registered office. The agent cannot be the entity itself.
- Tax Clearance Requirement: A tax clearance letter from the Texas Comptroller is necessary unless the entity is a nonprofit corporation, confirming that all franchise tax obligations are met.
- Signature Requirement: The form must be signed by an authorized person. It does not need to be notarized, but the signer must ensure that the information is accurate.
- Filing Fees: Fees vary depending on the type of entity and the reason for reinstatement. Payment can be made via checks, money orders, or credit cards, and the form must be submitted in duplicate.
Understanding these points can help streamline the process of reinstating an entity in Texas. For further assistance, contacting the Secretary of State or consulting with a professional may be beneficial.
Steps to Using Texas 811
Completing the Texas 811 form is a crucial step for reinstating your entity. Ensure that you have all necessary information ready before starting. Follow these steps carefully to fill out the form correctly.
- Entity Name and File Number: Write the legal name of your entity along with the secretary of state file number. If your entity is foreign and registered under a different name, include that assumed name as well.
- Jurisdictional Information: Provide the jurisdiction where your entity was organized and the date of organization or registration in Texas.
- Date of Termination or Revocation: Enter the effective date when the termination or revocation occurred. If applicable, use the date from the certificate of termination.
- Conditions for Reinstatement: Select the appropriate condition for reinstatement by checking only one box. If you are unsure, contact the secretary of state for clarification.
- Registered Agent and Registered Office: Provide the name and address of your registered agent. This can be either a registered organization or an individual resident. Make sure the registered office address is a physical location, not just a mailbox.
- Entity Name Availability: Confirm that your entity name is not similar to any existing names. If it is, you may need to amend your certificate of formation to use an available name.
- Tax Clearance: Obtain a tax clearance letter from the Texas Comptroller of Public Accounts, unless your entity is a nonprofit corporation. This letter confirms that all franchise tax liabilities are satisfied.
- Execution: Have an authorized person sign the form. This person must affirm that the registered agent has consented to serve in that capacity.
- Payment and Delivery: Prepare the required filing fee based on your entity type. Submit the completed form in duplicate along with payment. You can mail, fax, or deliver it in person to the secretary of state.
After completing these steps, ensure that all information is accurate. Submit the form promptly to avoid any delays in the reinstatement process. Keep a copy for your records.