Texas 811 Form in PDF

Detailed Guide for Writing Texas 811

When a Texas-based business entity needs to be reinstated after being voluntarily or involuntarily terminated, or if a foreign filing entity's registration in Texas has been revoked, Form 811—Certificate of Reinstatement—serves as a critical step in reinstating its legal status to conduct business within the state. This process is vital for entities looking to rectify their status and continue or renew their business operations legally in Texas. Filling out this form correctly and submitting the applicable documentation is essential for a successful reinstatement. Here are the steps that need to be taken to accurately complete Form 811.

1. Start by providing the entity name and the secretary of state file number in Item 1. If the entity was registered under an assumed name, include that as well.
2. Include jurisdictional information in Item 2 by stating the state or country of organization and the date the entity was organized or registered in Texas.
3. Specify the date of termination or revocation of the entity in Item 3. If the termination had a delayed effectiveness, provide the effective date mentioned in the termination certificate.
4. Select the conditions for reinstatement in Item 4, ensuring to choose the option that perfectly matches the reason for the entity’s inactive status. Only one box should be checked after verifying the specific reason with the secretary of state or through SOSDirect.
5. For Item 5, provide the current registered agent and registered office information. Choose the appropriate option for the registered agent (an organization or an individual resident of Texas) and fill in the details, including a Texas street address for the registered office which must be capable of receiving process service during business hours.
6. If necessary, include additional documentation such as a Tax Clearance Letter from the Comptroller of Public Accounts (unless the entity is a nonprofit), or an Amendment to Certificate of Formation or Registration if the entity name is no longer available.
7. Complete the execution section by affirming that the registered agent has consented to their appointment. An authorized person must sign the form, verifying that the information provided is accurate and acknowledging the legal responsibilities and potential penalties for submitting false or fraudulent documents. The date and the printed or typed name of the authorized person should also be included.
8. Review the payment and delivery instructions carefully. Depending on the entity's type and the nature of termination or revocation, calculate the necessary filing fee and prepare the payment accordingly. The form, along with any additional required documents and the filing fee, should be submitted in duplicate to the Secretary of State by mail, fax, or personal delivery as indicated in the form instructions.

After the submission of Form 811 and the necessary documents, the Secretary of State will process the application. Successful filing will lead to the reinstatement of the entity, allowing it to resume or continue its business operations legally in Texas. It's important to ensure all details are accurate and that any additional requirements, such as tax clearances, are fulfilled to avoid delays in the reinstatement process.

What is the Texas 811 form?

The Texas 811 form, officially known as the Certificate of Reinstatement, is a document used to reinstate the existence or registration of entities in Texas that have been either voluntarily or involuntarily terminated or had their registration revoked. This form is critical for entities looking to resume their legal standing and operations within the state.

Who should use the Texas 811 form?

The form is intended for three main types of entities:

• Domestic filing entities that have been voluntarily terminated.
• Domestic filing entities that have been involuntarily terminated by the actions of the secretary of state.
• Foreign filing entities whose registration to operate in Texas has been revoked by the secretary of state.

When should the Texas 811 form not be used?

Do not use the Texas 811 form if:

• The entity’s existence or registration was forfeited under the Tax Code. In this case, see Form 801.
• The entity is a professional association terminated or revoked for failing to timely file an annual statement (see Form 814).
• The entity was terminated or revoked by court order.

What are the time frames for filing a Certificate of Reinstatement?

There are specific deadlines based on the type of termination:

1. For voluntarily terminated domestic entities, the certificate must be filed no later than three years after the effective date of the termination.
2. In the case of involuntarily terminated domestic entities, the certificate can be filed at any time as long as the entity would have otherwise continued to exist. To be considered without interruption, filing before the third anniversary from the date of involuntary termination is necessary.
3. For foreign entities, reinstatement must occur within three years of the revocation’s effective date.

What information is required on the Texas 811 form?

Key details needed include:

• Entity name and file number.
• Jurisdictional information including the organization's jurisdiction and its organization or Texas registration date.
• Date of termination or revocation.
• Conditions for reinstatement, indicating the specific condition under which reinstatement is sought.
• Current registered agent and registered office information.

Is consent required for the designated registered agent?

Yes, the designated registered agent must have consented either in written or electronic form to serve in that capacity. However, this consent documentation does not need to be submitted with the reinstatement form.

What are the entity name availability requirements?

The entity’s name must be available or not deceptively similar to any existing domestic or foreign filing entity, or any name reservation or registration filed with the secretary of state. If the name is not available, an amendment to change the entity’s name to an available one must be submitted alongside the certificate of reinstatement.

What is the procedure for tax clearance?

Except for nonprofit corporations, a tax clearance letter from the Texas Comptroller of Public Accounts is required, demonstrating that all franchise tax liabilities have been satisfied.

What are the fees and how can the Texas 811 form be submitted?

The filing fee varies depending on the entity type:

• $75 for most entities following an involuntary termination or revocation.
• $15 for entities following a voluntary termination.
• $5 for nonprofit corporations or cooperative associations.

Forms can be mailed, faxed, or delivered in person to the Secretary of State’s office with the appropriate fee. Additional filings required for reinstatement should accompany the form and fee.

When filling out the Texas 811 form, or the Certificate of Reinstatement, there are common mistakes that can lead to the rejection of the application or delays in the reinstatement process. Here are five frequently encountered errors:

1. Incorrect or Incomplete Entity Name and File Number: Applicants often overlook the importance of providing the exact legal name of the entity and the correct secretary of state file number. For foreign filing entities, failing to include the assumed name under which the entity was registered to do business in Texas also leads to processing delays.

2. Failing to Provide Correct Jurisdictional Information: It is critical to specify the exact jurisdiction of organization (state or country) and the entity’s date of organization or date of registration in Texas. Mistakes in this section can result in the reinstatement of the wrong entity.

3. Selecting Multiple Conditions for Reinstatement: The form requires that the applicant select only one ground or condition for reinstatement. Checking more than one box or failing to verify the cause of inactive status with the secretary of state often results in confusion and may lead to the rejection of the form.

4. Inaccurate Registered Agent and Office Information: A common mistake is entering the entity's name as the registered agent, which is not allowed. Additionally, not updating the registered agent and registered office information to the current address can invalidate the reinstatement request. It is also crucial that the registered agent has consented to serve in this capacity, even though their written or electronic consent does not need to be submitted with the form.

5. Neglecting Tax Clearance and Name Availability: For entities other than nonprofit corporations, failing to accompany the reinstatement with a tax clearance letter from the Texas Comptroller of Public Accounts indicates that the entity has not cleared all franchise tax liabilities. Additionally, ensuring that the entity name is available and not deceptively similar to another name is vital. If the original name is no longer available, applicants must amend the certificate of formation or registration to include an available name, which must be submitted simultaneously with the certificate of reinstatement.

Taking care to accurately complete the Texas 811 form, paying attention to these common errors, can streamline the reinstatement process and ensure the timely reactivation of an entity's legal status in Texas.

Form 811, the Certificate of Reinstatement, plays a critical role in the life of a business entity in Texas, helping it to correct its status and return to active standing within the state's legal and regulatory framework. Often, the completion and submission of the Form 811 are not solitary actions. Several other documents and forms frequently accompany or follow the submission of Form 811 to ensure full compliance and restoration of an entity's legal status. Understanding these documents can streamline the process of reinstatement and ensure businesses meet all necessary legal requirements.

• Certificate of Formation: This is the document filed to legally establish a business entity in Texas. If amendments are needed as a condition of reinstatement, they must be submitted along with the Certificate of Reinstatement.
• Articles of Amendment: These are filed if changes to the original Certificate of Formation are needed post-reinstatement, such as a change in the business name, purpose, or the management structure of the entity.
• Franchise Tax Clearance Letter: Issued by the Texas Comptroller of Public Accounts, this document confirms that the entity has satisfied all franchise tax liabilities. This clearance is typically necessary before the reinstatement can be finalized.
• Registered Agent Consent Form: Required to confirm that the designated registered agent agrees to act in that capacity for the reinstated entity. Ensuring that the entity has a registered agent is a legal requirement.
• Change of Registered Agent/Office Form: If the entity is changing its registered agent or office as part of its reinstatement process, this form must be submitted to notify the Texas Secretary of State about the change.
• Annual Report: Though not always required alongside Form 811, many entities need to catch up on annual reporting to the state to maintain compliance after reinstatement.
• Assumed Name Certificate (DBA): If the entity operates under a name other than its legal name, an Assumed Name Certificate must be filed with the county clerk's office and, in some cases, with the Texas Secretary of State.
• Statement of Officer: Required for certain entities, this statement provides the names and addresses of the officers of the corporation. It may be required by the state for updated records post-reinstatement.
• Proof of Publication: Some entities may be required to publish a notice of their reinstatement in a local newspaper, providing proof of this publication to the state.

Efficient handling of these documents can significantly ease the process of reinstating a business entity in Texas. Each document fulfills specific legal and administrative requirements, ensuring that the entity not only regains its active status but also aligns with current regulations and standards. Businesses looking to navigate the reinstatement process successfully should familiarize themselves with these forms and seek professional advice when necessary to ensure comprehensive compliance.

The Texas 811 form, concerning the Certificate of Reinstatement, bears a resemblance to the Form 801 regarding entities whose existence or registration was forfeited under the Tax Code. Both forms serve to rectify statuses that were altered due to compliance failures. However, Form 811 is used specifically for reinstating entities that were either voluntarily or involuntarily terminated, or foreign entities that had their registration revoked. On the other hand, Form 801 is utilized solely for entities forfeited under the Tax Code, highlighting the legal nuances and varied pathways to reestablish an entity’s good standing depending on the nature of the termination or forfeiture.

Similarly, Form 814, which is designed for professional associations that were terminated or revoked for failing to timely file an annual statement, shares a common purpose with the Texas 811 form in that it offers a legal remedy for entities seeking to correct a lapse in their registration or existence. While Form 811 covers a broader scope of entities including domestic and foreign filing entities for various reasons of termination or revocation, Form 814 specifically addresses the needs of professional associations, signifying the targeted application of legal forms to specific entity types or issues of compliance.

In addition to these, the Certificate of Amendment form parallels the Texas 811 form in that it is also a tool for entities to adjust their official records with the state. Where the Certificate of Amendment may be used to alter the name, purpose, or other aspects detailed in the certificate of formation, the Texas 811 form's purpose is to reinstate a previously dissolved or revoked entity. Both processes require filing with the Secretary of State and aim to ensure that an entity’s public records reflect its current, accurate status, yet they address different aspects of an entity’s lifecycle: amendment versus reinstatement.

Last, the Change of Registered Agent or Office form shares some similarity with the Texas 811 form, mainly in the procedural aspect of updating or correcting entity information on file with the Secretary of State. While the Texas 811 form includes sections for updating the registered agent and office as part of the reinstatement process, the Change of Registered Agent or Office form is specifically dedicated to this change and does not involve altering the entity’s status. Both forms, however, underscore the importance of maintaining current and accurate records with the state to ensure compliance and facilitate official communications.

When filling out the Texas 811 form, which is a Certificate of Reinstatement, there are vital steps to follow and common pitfalls to avoid. Carefully adhering to the guidelines ensures a smoother process in reinstating your business entity in Texas.

• Verify the entity's termination status: Before proceeding, confirm the reason your entity was terminated or revoked. This preliminary step can save you from filling out the wrong form, as different conditions for termination require different forms.
• Provide accurate entity and jurisdictional information: Item 1 requires the legal name of your entity and its secretary of state file number. For foreign entities, this includes any assumed name under which the business operated in Texas. Accurate jurisdictional details are vital for ensuring the correct entity is reinstated.
• Select the correct condition for reinstatement: Only one box in Item 4 should be checked, based on the specific grounds for your entity's reinstatement. If uncertain about which box to check, contact the Secretary of State for clarification.
• Include a Registered Agent and Office: Designate a registered agent who has consented to receive legal documents on behalf of the entity and provide a Texas street address for the registered office. This address cannot be a P.O. Box and must be where the registered agent can physically accept service of process.

• Assume the form is a substitute for legal advice: The form itself explicitly states it does not replace the need for professional legal or tax advice. Consult professionals as needed to ensure compliance with all reinstatement processes.
• Use the form if the entity was forfeited under the Tax Code: Entities that lost their status due to tax issues should refer to Form 801 instead, as Form 811 will not be applicable.
• Fail to include necessary documentation: Depending on your entity's type and reinstatement conditions, additional documents, such as a tax clearance letter or certificate of amendment, may be required. Ensure all necessary paperwork is submitted with your reinstatement form.
• Delay submission beyond statutory deadlines: Timely filing is critical. For instance, entities that were voluntarily terminated have until the third anniversary of the termination date to file for reinstatement. Missing these deadlines can preclude reinstatement under the conditions outlined in the form.

By following these guidelines, entities seeking reinstatement in Texas can navigate the process more effectively, ensuring that all statutory requirements are met and that their filings are accepted without unnecessary delays or complications.

There are several misconceptions about the Texas 811 form, formally known as the Certificate of Reinstatement. Understanding these can help in accurately navigating the reinstatement process for entities in Texas. Here's a breakdown of common misunderstandings:

• Misconception #1: The Texas 811 form can be used for any type of entity reinstatement. The truth is that Form 811 is specifically designed for the reinstatement of domestic filing entities that were voluntarily or involuntarily terminated, in addition to foreign filing entities whose registration was revoked. It's not applicable for entities dissolved under the Tax Code or professional associations terminated due to failure in filing annual statements.
• Misconception #2: There's no deadline for filing the Texas 811 form. In reality, deadlines are crucial. For voluntarily terminated domestic entities, the certificate must be filed within the third anniversary of the effective date of termination. Involuntarily terminated domestic entities and revoked foreign entities also have a similar three-year time frame for filing, emphasizing the importance of timeliness in these matters.
• Misconception #3: Any reason for termination or revocation is acceptable for reinstatement using Form 811. The form clearly outlines acceptable grounds for reinstatement, such as mistaken or inadvertent termination and scenarios where the termination occurred without the required approval. Additionally, reinstatement following involuntary termination or revocation requires the correction of specific issues that led to the entity's termination or revocation, demonstrating that not all scenarios are eligible.
• Misconception #4: Filing the Texas 811 form alone suffices for reinstatement. Additional requirements must often be met alongside the submission of Form 811. For instance, unless the entity is a nonprofit corporation, a tax clearance letter from the Texas Comptroller of Public Accounts proving satisfaction of all franchise tax liabilities is necessary. Furthermore, the form emphasizes the need for current registered agent and office data, and if the original entity name is unavailable, an amendment to the certificate of formation or registration is required to reflect an available name.

Understanding these aspects ensures that entities seeking reinstatement via the Texas 811 form navigate the process accurately and in compliance with Texas regulations. It highlights the importance of adhering to statutory filing requirements, timelines, and additional conditions for a successful reinstatement.

Understanding how to accurately fill out and utilize the Texas 811 form is critical for entities seeking reinstatement in Texas. Here are key takeaways to ensure compliance and successful submission:

• The Texas 811 form is applicable for entities looking to reinstate their legal status after voluntary termination, involuntary termination by the secretary of state, or revocation of foreign entities' registration in Texas.
• Do not use this form if the entity’s existence or registration was forfeited under the Tax Code, if it relates to a professional association terminated for failing to file an annual statement, or if termination was due to a court order.
• Reinstatement deadlines vary based on the nature of the termination: three years from the effective date of voluntary termination or revocation, and any time for involuntarily terminated entities as long as reinstatement occurs within three years to maintain uninterrupted existence.
• For reinstatement, entities must correct the issues that led to their termination or revocation, including paying any due fees, interest, and penalties.
• A tax clearance letter from the Texas Comptroller of Public Accounts is necessary unless the entity is a nonprofit. This letter confirms all franchise tax liabilities are settled, ensuring the entity can be reinstated.
• Every entity must designate a registered agent and provide a registered office address in Texas, which is available during normal business hours for service of process. The agent cannot be the entity itself.
• If an entity’s name is no longer available or too similar to another registered name, it must be amended to an available name before reinstatement can proceed.
• The form demands the signature of someone authorized to act on behalf of the entity, confirming that the registered agent has consented to serve and that all information is accurate under penalty of law.
• The filing fee varies depending on the type of entity and nature of termination or revocation. Additional fees for required filings must be included with the reinstatement application.

Note: Ensure all sections of the form are completed accurately, all necessary corrections have been made, and any additional required documentation is submitted to avoid delays or rejection of the reinstatement application.