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Form 651--General Information (Certificate of Termination of a Domestic Entity)
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 When the owners, members or governing authority of a domestic entity have determined that the existence of an entity should terminate, or there is an occurrence of an event specified in the governing documents requiring the winding up, dissolution or termination of a domestic entity, the entity should follow the procedures for winding up the business and affairs of the entity in the manner provided in chapter 11 of the Texas Business Organizations Code (BOC). On completion of the winding up process, a filing entity must file a certificate of termination with the secretary of state. This form is not applicable to the termination of a nonprofit corporation or a cooperative association. Instructions for Form
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Entity Information: The certificate of termination must contain the legal name of the entity. It is recommended that the entity type, date of formation, and file number assigned by the secretary of state be provided to facilitate processing of the document. Note that this form should not be used for the termination of a nonprofit corporation or cooperative association. Governing Persons: The certificate of termination must set forth the name and address of each of the filing entity's governing persons. If the governing person is an individual, set forth the name of the individual in the format specified. Do not use prefixes (e.g., Mr., Mrs., Ms.). Use the suffix box only for titles of lineage (e.g., Jr., Sr., III) and not for other suffixes or titles (e.g., M.D., Ph.D.). If the governing person is an organization, set forth the legal name of the organization. For each governing person, only one name should be entered. Do not include both the name of an individual and the name of an organization. An address is always required for each governing person.

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Please note that a document on file with the secretary of state is a public record that is subject to public access and disclosure. When providing address information for governing persons, use a business or post office box address rather than a residence address if privacy concerns are an issue.
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Event Requiring Winding Up: The certificate of termination must state the nature of the event requiring winding up of the entity. Sections 11.051 to 11.059 of the BOC contain provisions relating to the winding up of a domestic entity. Section 11.051 provides that winding up of a domestic entity is required on the expiration of the entity's period of duration, a voluntary decision to wind up the entity, an event specified in the governing documents requiring winding up, an event specified by the BOC requiring winding up, or a decree by a court requiring winding up or dissolution of the entity rendered under the BOC or other law. Statement Regarding Completion of Winding Up: The certificate of termination must provide that the filing entity has complied with the provisions of the BOC governing its winding up. Please review the winding up procedures in subchapter B of chapter 11 of the BOC and any supplemental winding up procedures that may apply to the entity.

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Effectiveness of Filing: A certificate of termination becomes effective when filed by the secretary of state (option A). However, pursuant to sections 4.052 and 4.053 of the BOC the effectiveness of the instrument may be delayed to a date not more than ninety (90) days from the date the instrument is signed (option B). The effectiveness of the instrument also may be delayed on the occurrence of a future event or fact, other than the passage of time (option C). If option C is selected, you must state the manner in which the event or fact will cause the instrument to take effect and the date of the 90th day after the date the instrument is signed. In order for the certificate to take effect under option C, the entity must, within ninety (90) days of the filing of the certificate, file a statement with the secretary of state regarding the event or fact pursuant to section 4.055 of the BOC. On the filing of a document with a delayed effective date or condition, the computer records of the secretary of state will be changed to show the filing of the document, the date of the filing, and the future date on which the document will be effective or evidence that the effectiveness was conditioned on the occurrence of a future event or fact. In addition, at the time of such filing, the status of the filing entity will be shown as "voluntarily terminated" on the records of the secretary of state.

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Tax Certificate: A certificate of termination for a for-profit corporation, a professional corporation or a limited liability company must be accompanied by a certificate of account status from the Texas Comptroller of Public Accounts indicating that all taxes under title 2 of the Tax Code have been paid and that the entity is in good standing for the purpose of termination. Please note that the Comptroller issues many different types of certificates of account status. Do not attach a certificate or print-out obtained from the Comptroller's web site as this does not meet statutory requirements. You need to attach form #05-305, which is obtained directly from a Comptroller of Public Accounts representative. Requests for certificates or questions on tax status should be directed to the Tax Assistance Section, Comptroller of Public Accounts, Austin, Texas 78774-0100; (512) 463-4600; toll-free (800) 2521381; (TDD) (800) 248-4099. You also may contact [email protected]. Please note that professional associations, limited partnerships and other entities that are not subject to franchise taxes are not required to attach the tax certificate.

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Execution: Pursuant to section 4.001 of the BOC, the certificate of termination must be signed by a person authorized by the BOC 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. A certificate of termination filed by a corporation should be signed by an officer of the corporation (BOC § 20.001). A certificate of termination filed by a professional association should be signed by an officer of the association. If the association does not have any living officers, the certificate of termination should be signed by the legal representative of the last surviving officer of the association (BOC § 302.013). A certificate of termination filed by a limited liability company should be signed by an authorized manager if the company has managers. If the company does not have managers and is managed by its members, an authorized managing-member must sign the certificate of termination. A certificate of termination filed by a limited partnership must be signed by all general partners participating in the winding up of the limited partnership's business (BOC § 153.553). If no general partners are winding up the limited partnership's business, the certificate should be signed by all nonpartner liquidators or, if the limited partners are winding up the partnership's business, by a

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majority-in-interest of the limited partners. The execution of a certificate by a general partner is an oath or affirmation, under a penalty of perjury, that to the best of the executing party's knowledge and belief, the facts contained in the certificate are true and correct (BOC § 153.553(c)). The certificate of termination need not be notarized. However, before signing, please read the statements on this form carefully. 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.
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Payment and Delivery Instructions : The filing fee for a certificate of termination is $40. Fees may be paid by personal checks, money orders, LegalEase debit cards, or MasterCard, Visa, and Discover 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. Submit the completed form in duplicate along with the filing fee. The form may be mailed to P.O. Box 13697, Austin, Texas 78711-3697; faxed to (512) 463-5709; or delivered to the James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. If a document is transmitted by fax, credit card information must accompany the transmission (Form 807). On filing the document, the secretary of state will return the appropriate evidence of filing to the submitter together with a filestamped copy of the document, if a duplicate copy was provided as instructed.

Revised 01/06

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Form 651 (Revised 01/06) Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512 463-5709 Filing Fee: $40

This space reserved for office use.

Certificate of Termination of a Domestic Entity
Entity Information

The name of the domestic entity is:

The entity is organized as a The date of formation of the entity is: The file number issued to the filing entity by the secretary of state is: Governing Persons

under the laws of Texas.

The names and addresses of each of the filing entity's governing persons are:
NAME OF GOVERNING PERSON (Enter the name of either an individual or an organization, but not both.)
IF INDIVIDUAL

First Name
OR

M.I.

Last Name

Suffix

IF ORGANIZATION

Organization Name

ADDRESS OF GOVERNING PERSON

Street or Mailing Address

City

State

Country

Zip Code

NAME OF GOVERNING PERSON (Enter the name of either an individual or an organization, but not both.)
IF INDIVIDUAL

First Name
OR

M.I.

Last Name

Suffix

IF ORGANIZATION

Organization Name

ADDRESS OF GOVERNING PERSON

Street or Mailing Address

City

State

Country

Zip Code

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NAME OF GOVERNING PERSON (Enter the name of either an individual or an organization, but not both.)
IF INDIVIDUAL

First Name
OR

M.I.

Last Name

Suffix

IF ORGANIZATION

Organization Name

ADDRESS OF GOVERNING PERSON

Street or Mailing Address

City

State

Country

Zip Code

NAME OF GOVERNING PERSON (Enter the name of either an individual or an organization, but not both.)
IF INDIVIDUAL

First Name
OR

M.I.

Last Name

Suffix

IF ORGANIZATION

Organization Name

ADDRESS OF GOVERNING PERSON

Street or Mailing Address

City

State

Country

Zip Code

Event Requiring Winding Up The nature of the event requiring winding up is:

Completion of Winding Up The filing entity has complied with the provisions of the Texas Business Organizations Code governing its winding up. Effectiveness of Filing A.
(Select either A, B, or C.)

This document becomes effective when the document is filed by the secretary of state.

B. This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is: C. This document takes effect upon the occurrence of the future event or fact, other than the passage of time. The 90th day after the date of signing is: The following event or fact will cause the document to take effect in the manner described below:

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Tax Certificate Attached hereto is a certificate from the comptroller of public accounts that all taxes under title 2, Tax Code, have been paid. The entity is a domestic professional association or limited partnership and is not required to provide a certificate of account status under the provisions of the Texas Business Organizations Code. Execution The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.

Date:

Signature and title of authorized person(s) (see instructions)

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