About the Corporations Section FAQ's
1. Now that I’ve formed my corporation, does the Secretary of State issue my federal employer identification number (EIN or FEIN)?
No. The Secretary of State does not issue employer identification numbers. For information on EINs, contact the Internal Revenue Service.
2. Does the Secretary of State keep ownership records for corporations, LLCs, limited partnerships, or other entities?
No. The Secretary of State does not keep any ownership records. Information about the shareholders of a corporation, equity owners or members of an LLC, or partners in an LP is maintained by the business entity and is not filed as a matter of public record.
3. Can the Secretary of State investigate complaints about a corporation or other business entity?
No. The Secretary of State is a ministerial filing officer. We can tell you an entity’s name, registered agent, registered office address, and status. We cannot investigate or regulate the internal affairs of any entity, including how it runs meetings, does business, elects officers, or treats its shareholders.
4. What is a "certificate of good standing" and how do I get one?
A "certificate of good standing" is a certification regarding an entity’s tax account status. It is issued by the Texas Comptroller of Public Accounts.
The Secretary of state can issue a “certificate of status,” which is official evidence of an entity’s existence or authority to transact business in Texas. It provides an entity’s current legal name, its date of formation, and a statement of the entity’s status. A "certificate of status" is often required when qualifying or registering to do business in other jurisdictions. For information on how to order certificates from the Secretary of State, click here.
5. Can the Secretary of State provide me with a copy of the Texas Business Corporation Act, Texas Business Organizations Code, or other statutes?
No. The Secretary of State cannot provide copies of the Texas Business Corporation Act, Texas Business Organizations Code, or any other statutes. Statutes can be found in law libraries or accessed at Texas Legislature Online. Paper copies may be obtained from legal publishers.
6. Why didn’t I receive a file-stamped copy of my Certificate of Formation?
In order to receive a file-stamped copy of a filing instrument, you must submit a duplicate copy of the filing instrument. The Secretary of State does not reject filing instruments that are not accompanied by a duplicate copy if the filing instrument otherwise conforms to the statutory requirements. In addition, the Secretary of State is not required to attach a file-stamped copy of an instrument when no duplicate copy has been provided.
7. 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 § 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 cooperative associations).
Alternatively, if a foreign entity is governed by the Texas Business Organizations Code and it converts in its jurisdiction of formation, it can amend its registration to transact in Texas so that the converted entity succeeds to its registration. Similarly, if a foreign entity is governed by the BOC and it merges out of existence in its jurisdiction of formation, it can amend its registration so that a surviving entity succeeds to its registration. See Form 406 (Word 86kb , PDF62kb).