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Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service Business Center
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Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

Dec 10, 2015

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Dangelo Dobie
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Page 1: Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

Business and Public Filings

Division

Web FilingsSearch for entities, people or

documentsOrder certificates & copies

Available 24/7

Electronic Self-Service Business Center

Page 2: Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

Business and Public Filings

Division

Automates many revenue functions; Eliminates manual entry of document information reducing government costs and increasing efficiency; and Expedites receipt of filed or rejected document or fulfillment of copies/certificate requests by using email notification.

Electronic Self-Service Business Center

Page 3: Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

Business and Public Filings

Division

Subscription Service--$1.00 per search.

Fee waived if order placed in connection with search results or search function used during entry of a web filing.

Electronic Self-Service Business Center

Page 4: Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

Business and Public Filings

Division

To file documents you must be a regular subscriber.

Required Software: Adobe Acrobat Reader 4.0 or better and unzip utility such as WinZip 7.0 or better.

If a Spam filtering service is used, make sure that [email protected] is allowed through without being filtered to ensure delivery of emails containing notification regarding documents/orders.

Electronic Self-Service Business Center

Page 5: Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

Business and Public Filings

Division

Expedite Service Without the Expedite Fee! Response by Close of Next Business Day for Filings 2 Hour Response for Certificates of Fact Plain or Certified Copies Within 4 Business Days

Online Name Reservations Are Recommended!! Filing dates not restricted by 5:00 p.m.

Where else can you receive…

Page 6: Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

Business and Public Filings

Division

Initial Filings (Formation Documents & Registrations)• Name reservations • Name registrations• Formation filings (domestic & foreign entities)• LLP registrations

Available Filings

Page 7: Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

Business and Public Filings

Division

Assumed name certificatesChange to registered agent/officeDissolutions, cancellations, & withdrawal of domestic & foreign entitiesTax forfeiture reinstatementsPA’s annual statements, nonprofit and LP periodic reportsName change amendments (business corp. & PC only)

Available Change Filings

Page 8: Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

Business and Public Filings

Division

Page 9: Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

Business and Public Filings

Division

Page 10: Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

Business and Public Filings

Division

Page 11: Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

Business and Public Filings

Division

Name Availability Issues

Increasingly difficult to find an available name.

Failure to meet entity name standards is the most common reason for rejection.

There are statutory, as well as, administrative requirements.

Recent upgrade to SOS search program should enhance your name availability searches on the web.

Page 12: Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

Business and Public Filings

Division

Name AvailabilityNames Cannot Be:

Same as another entity name;

Deceptively similar to another entity name; or

Similar to another entity name without the previously

filed entity’s consent.

Page 13: Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

Business and Public Filings

Division

Name Availability Issues

Names that are the same or deceptively similar cannot be filed even if the entities are related or affiliated companies.

E.g., IT Ventures, Inc. vs. IT Ventures, LP

Letters of consent are allowed for entity names that are similar. E.g., IT Ventures, LLC vs. IT Venture Partners, Ltd.

A letter of consent should be unequivocal and unconditional.

Letters of Consent

Page 14: Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

Business and Public Filings

Division

Name Availability

That the SOS has reviewed state registered trademarks, federal trademarks, or assumed name filings when determining “availability” of an entity name.

That your interpretation of an SOSDirect search of an entity name means that the name is available and that the document will be filed.

Do Not Assume...

Page 15: Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

Business and Public Filings

Division

Name Availability

That the filing of the name by the SOS gives the business entity the right to use of the name. BOC, current law, and common law provide that:

• The issuance of the certificate does not authorize use of the name in violation of the rights of another under the federal Trademark Act, the Texas Trademark Act, the Assumed Business or Professional Name Act, or the common law.

Do Not Assume...

Page 16: Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

Business and Public Filings

Division

Reminder

All name availability determinations provided by telephone or by email are preliminary!

Do not enter into contracts or initiate regulatory filings based on a preliminary name availability determination.

Page 17: Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

Business and Public Filings

Division

Name Availability

Texas Administrative Code may be found on our web site at

www.sos.state.tx.us under the Texas Register icon.

The rules are contained in Title 1, Part 4, Chapter 79,

Sections 79.30-79.54 of the Texas Administrative Code.

Page 18: Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

End of Year Filings and BOC

Business and Public Filings Division

Page 19: Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

End of Year Filings and BOC

Business and Public Filings Division

Prior law will govern formation filings received and accepted for filing on or before December 31, 2005.

BOC will govern formation filings received on or after January 1, 2006.

Page 20: Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

End of Year Filings and BOC

Business and Public Filings Division

Date of receipt by the SOS rather than date of execution or date of mailing will control whether prior law or BOC will apply to formation document.

A rejected document will receive a new date of receipt on its resubmission.

REMINDER:

LLC filing fees will increase 1/1/06.

Page 21: Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

End of Year Filings and BOC

Business and Public Filings Division

If you wish to ensure that your formation filing is governed by prior law:

Use an assured delivery method;

File through SOSDirect before 5 p.m. December 31, 2005, if possible; or

File early and use delayed effective provisions.

Page 22: Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

End of Year Filings--Caveats

Business and Public Filings Division

Entities created with a delayed effective date of January 1, 2006 or later will be subject to BOC provisions.

Conversions submitted with a delayed effective date of January 1, 2006 or later:

BOC will apply to converted entity. BOC applies to filing fee associated with conversion and formation.

Page 23: Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

End of Year Filings--Caveats

Business and Public Filings Division

Mergers submitted with a delayed effective date of January 1, 2006 or later:

BOC will apply to any new domestic filing entity created by the plan of merger.

BOC formation fee for each domestic filing entity created by the plan of merger must be included in filing fee.

Page 24: Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

Tips on Doing Business with SOS

Business and Public Filings Division

Include a cover letter with a daytime telephone number or cell phone number.

When in doubt of fees or procedures, please call.

Use SOSDirect for services and filings, if feasible. www.sos.state.tx.us

Page 25: Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

Tips on Doing Business with SOS

Business and Public Filings Division

Send separate checks when submitting multiple documents.

Provide evidence of prior name reservation when submitting corresponding instrument.

SIGN THE DOCUMENT--We do not accept documents with conforming signatures.

Don’t ask legal staff to waive a statutory requirement.

Page 26: Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

Need Help? Contact the SOS

Business and Public Filings Division

•E-mail your problem, question, or concerns, if lengthy.

[email protected] availability questions•[email protected] questions•E-mail naming convention: [email protected]

•If you have a spam filter be sure to allow acceptance of SOS e-mails.

Page 27: Business and Public Filings Division Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Electronic Self-Service.

Need Help? Contact the SOS

Business and Public Filings Division

If you leave a voice-mail message for one of the attorneys, please repeat your name & telephone numbers—clearly and slowly.

Robert Sumners (512) 463-5590Mike Powell(512) 463-9856Nahdiah Hoang(512) 475-0218