Texas § BO.21.709 - STATEMENT TERMINATING CLOSE CORPORATION STATUS

§ BO.21.709. STATEMENT TERMINATING CLOSE CORPORATION STATUS

STATEMENT TERMINATING CLOSE CORPORATION STATUS; FILING; NOTICE. (a) If a close corporation provision specifies a time or event requiring the termination of close corporation status, regardless of whether the provision is identifiable by a person dealing with the close corporation, the termination of the close corporation status takes effect on the occurrence of the specified time or event and the filing of a statement terminating close corporation status under this section. (b) Promptly after the time or occurrence of an event requiring termination of close corporation status, a statement terminating close corporation status shall be signed by an officer on behalf of the close corporation. A copy of the applicable close corporation provision must be included in or attached to the statement. The statement and any attachment shall be filed with the secretary of state in accordance with Chapter 4 . (c) The statement terminating close corporation status must contain: (1) the name of the corporation; (2) a statement that the corporation has terminated its status as a close corporation in accordance with the included or attached close corporation provision; and (3) the time or event that caused the termination and, in the case of an event, the approximate date of the event. (d) After a statement terminating close corporation status has been filed under this section, the certificate of formation of the close corporation is considered to be amended to delete from the certificate the statement that the corporation is a close corporation, and the corporation's status as a close corporation is terminated. (e) The corporation shall personally deliver or mail a copy of the statement to each shareholder of the corporation. A copy of the statement is considered to have been delivered by mail under this section when the copy is deposited in the United States mail, with postage prepaid, addressed to the shareholder at the shareholder's address as it appears on the share transfer records of the corporation. The failure to deliver the copy of the statement does not affect the validity of the termination. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.