What document should be filed when a foreign corporation or limited liability company ceases to exist in its jurisdiction of formation?
A foreign entity that has filed an Application for Registration or a certificate of authority to transact business in Texas must terminate or amend its registration or certificate of authority whenever it ceases to exist in its home jurisdiction whether by merger, conversion, dissolution, or otherwise. See Tex. Bus. Corp. Act art. 8.14C; Tex. Non-Prof. Corp. Act art. 1396-8.14C; Tex. Limited Liability Co. Act art. 7.09C; and Tex. Bus. Org. Code ยง 9.011(d). In order to terminate, the entity must submit a certificate from the proper filing officer in the entity’s jurisdiction of formation (usually the Secretary of State) evidencing the termination. The certificate can either be a certificate evidencing the fact that the entity merged, converted, or dissolved, or a certified copy of the merger, conversion, or dissolution. Form 612 (Word 74kb , PDF 45kb ) can be used as a cover letter to the certification required for termination. The filing fee is $15 ($5 for nonprofit corporations and co
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