BUSINESS ORGANIZATION FEES (effective 01/01/2006)

For-Profit Corporation
/
Limited Liability Company
/
Professional Association
/
Limited Partnership
Document /

Fee[1]

/ Code
Fee / Document / Fee[2] / Code
Fee / Document / Fee[3] / Code
Fee / Document / Fee[4] / Code Fee
Reservation of Entity Name / $40 / No change / Reservation of Entity Name / $25 / $40 / Reservation of Entity Name / $40 / No change / Reservation of Entity Name / $50 / $40
Transfer of Reserved Name / $15 / No change / Transfer of Reserved Name / $10 / $15 / Transfer of Reserved Name / $15 / No change / Transfer of Reserved Name / $50 / <$15
Withdrawal of Reserved Name[5] / $15 / <No Fee> / Withdrawal of Reserved Name / $10 / <No Fee> / Withdrawal of Reserved Name / $15 / <No Fee> / Withdrawal of Reserved Name / $25 / <No Fee>
Certificate of Formation / $300 / No change / Certificate of Formation / $200 / $300 / Certificate of Formation / $200 / $750 / Certificate of Formation / $750 / No change
Articles or Certificate of Amendment / $150 / No change / Articles or Certificate of Amendment / $100 / $150 / Articles or Certificate of Amendment / $150 / No change / Certificate of Amendment / $200 / <$150
Restated Articles of Incorporation/Restated Certificate of Formation / $300 / No change / Restated Articles of Organization/Restated Certificate of Formation / $200 / $300 / Restated Articles of Association/
Restated Certificate of Formation / $300 / No change / Restated Certificate of Limited Partnership/
Restated Certificate of Formation / $200 / $300
Articles or Certificate of Correction / $15[6] / No change / Articles or Certificate of Correction / $15 / No change / Articles or Certificate of Correction / $15 / No change / Certificate of Correction / $200 / $15

Format Code Chart

Bold

/ Increased Fee

Bold

/ New Fee

<Italic >

/ Decreased Fee
For-Profit Corporation / Limited Liability Company / Professional Association / Limited Partnership
Document / Fee / Code
Fee / Document / Fee / Code
Fee / Document / Fee / Code
Fee / Document / Fee / Code
Fee
Articles or Certificate of Merger / $300 / $300plus fee for each new domestic entity created[7] / Articles or Certificate of Merger / $200 / $300 plus fee for each new domestic entity created / Articles or Certificate of Merger / $300 / $300plus fee for each new domestic entity created / Articles or Certificate of Merger / $200 / $300 plus fee for each new entity created
Articles of Share Exchange/ Certificate of Exchange / $300 / No change / Articles of Interest Exchange/ Certificate of Exchange / N/A[8] / $300 / N/A[9] / Articles of Interest
Exchange/ Certificate of Exchange / N/A[10] / $300
Articles or Certificate of Conversion / $300 / $300
plus filing fee for converted entity[11] / Articles or Certificate of Conversion / $200 / $300
plus filing fee for converted entity / Articles or Certificate of Conversion / $300 / $300
plus filing fee for converted entity / Articles or Certificate of Conversion / $200 / $300
plus filing fee for converted entity
Abandonment of Merger or Exchange / $15 / No change / Abandonment of Merger / $10 / $15 / Abandonment of Merger / $15 / No change / Abandonment of Merger / $25 / <$15
Abandonment of Conversion / $15 / No change / Abandonment of Conversion / $10 / $15 / Abandonment of Conversion / $15 / No change / Abandonment of Conversion / $25 / <$15
Statement of Delayed Effective Condition / $15 / No change / Statement of Delayed Effective Condition / $10 / $15 / Statement of Delayed Effective Condition / $15 / No change / Statement of Delayed Effective Condition / $25 / <$15
Statement of Change of Registered Agent/Office / $15 / No change / Statement of Change of Registered Agent/Office / $10 / $15 / Statement of Change of Registered Agent/Office / $15 / No change / Statement of Change of Registered Agent/Office / $50 / <$15
N/A / N/A / Annual Statementt / $35 / No change / Periodic Report / $50 / No change[12]
For-Profit Corporation /
Limited Liability Company
/ Professional Association / Limited Partnership
Document / Fee / Code
Fee / Document / Fee / Code
Fee / Document / Fee / Code
Fee / Document / Fee / Code
Fee
Statement of Change of Address by Registered Agent[13] / $15[14] / No change / Statement of Change of Address by Registered Agent / $10[15] / $15[16] / Statement of Change of Address by Registered Agent / $15 / No change / Statement of Change of Address by Registered Agent / $50[17] / <$15[18]
Pre-clearance of any document to be filed / No fee / $50 / Pre-clearance of any document to be filed / No fee / $50 / Pre-clearance of any document to be filed / No fee / $50 / Pre-clearance of any document to be filed / $50 / No change
Articles of Dissolution/ Certificate of Termination / $40 / No change / Articles of Dissolution/ Certificate of Termination / $25 / $40 / Articles of Dissolution/ Certificate of Termination / $40 / No change / Certificate of Cancellation/ Certificate of Termination / $200 / $40
Reinstatement following Involuntary Dissolution/ Termination / $50[19] / $75 / Reinstatement following Involuntary Dissolution/ Termination / $10 / $75 / Reinstatement following Involuntary Dissolution/ Termination / $50 / $75 / Reinstatement following Involuntary Cancellation/ Termination / $100[20] / $75
Reinstatement following a tax forfeiture / $75 / No change / Reinstatement following a tax forfeiture / $75 / No change / N/A[21] / N/A
Registration or Renewal of Registration of a Foreign Corporate Entity Name / $75 / <$40> / Registration or Renewal of Registration of a Foreign LLC Entity Name / $10 / $40 / Registration or Renewal of Registration of a Foreign Professional Association Name / $75 / <$40> / Registration or Renewal of Registration of a Foreign LP Entity Name / $75 / <$40>
Registration of a Foreign Entity / $750 / No change / Registration of a Foreign Entity / $500 / $750 / Registration of a Foreign Entity / N/A[22] / $750 / Registration of a Foreign Entity / $750 / No change
For-Profit Corporation /
Limited Liability Company
/ Professional Association / Limited Partnership
Document / Fee / Code
Fee / Document / Fee / Code
Fee / Document / Fee / Code
Fee / Document / Fee / Code
Fee
Amended Certificate of Authority/ Registration / $150 / No change / Amended Certificate of Authority/ Registration / $100 / $150 / Amended Certificate of Authority/ Registration / N/A / $150 / Amended Certificate of Registration of a Foreign LP / $200 / $150
Withdrawal or Termination of Certificate of Authority/ Registration / $15 / No change / Withdrawal or Termination of Certificate of Authority/ Registration / $10 / $15 / Withdrawal or Termination of Certificate of Authority/ Registration / N/A / $15 / Cancellation of Foreign Registration/ Registration / $200 / $15
Reinstatement of a Foreign Entity After Involuntary Revocation of Certificate of Authority/ Registration / $50 / $75 / Reinstatement of a Foreign Entity After Involuntary Revocation of Certificate of Authority/ Registration / $50 / $75 / Reinstatement of a Foreign Entity After Involuntary Revocation of Certificate of Authority/ Registration / N/A / $75 / Reinstatement of a Foreign Entity After Involuntary Revocation of Certificate of Authority/ Registration / $100[23] / $75
Reinstatement of domestic entity after Voluntary Termination/
Revocation of Voluntary Dissolution / $15[24] / $15 / Reinstatement of domestic entity after Voluntary Termination/
Revocation of a Voluntary Dissolution / $10 / $15 / Reinstatement of a domestic entity after Voluntary Termination/
Revocation of a Voluntary Dissolution / $15 / $15 / Reinstatement of a domestic entity after Voluntary Termination/
Revocation of Voluntary Cancellation / $25[25] / $15
Any instrument for which no express fee is provided / $15 / No change / Any instrument for which no express fee is provided / $10 / $15 / Any instrument for which no express fee is provided / $15 / No change / Any instrument for which no express fee is provided / $25 / $15

Endnotes

1

[1] Except as otherwise noted, the filing fees established for for-profit corporation filings are set forth in article 10.01 of the Texas Business Corporation Act (TBCA).

[2] Except as otherwise noted, the filing fees established for limited liability company filings are set forth in article 9.01 of the Texas Limited Liability Company Act (TLLCA), article 1528n.

[3] Section 22 of the Texas Professional Association Act (TPAA), article 1528f, sets forth the filing fees for the articles of association and the annual statement and makes the filing fees for any other documents the fee provided for a similar filing under the TBCA.

[4] Section 12.01 of the Texas Revised Limited Partnership Act (TRLPA), article 6132a-1, sets forth the filing fees for limited partnership filings.

[5] On and after January 1, 2006, a name reservation may be terminated prior to its expiration by filing a withdrawal. There is no fee associated with this filing.

[6] The filing fee for articles of correction by a corporation, professional association or limited liability company is established by article 1302-7.05 of the Texas Miscellaneous Corporation Laws Act (TMCLA). A certificate of correction by a limited partnership is filed pursuant to the TRLPA.

[7] If the plan of merger creates a new domestic filing entity, the total fee for the merger transaction must include the filing fee for the formation of the newly created entity. For example, the total filing fee for the merger of a Texas limited liability company with a foreign corporation that creates a new domestic for-profit corporation is $600 ($300 for the merger and $300 for the for-profit corporation created by the plan of merger).

[8] The current provisions of the TLLCA do not require a filing to evidence this transaction.

[9] Statutory restrictions governing share ownership would prohibit the filing of articles of share exchange or a certificate of exchange.

[10] The current provisions of the TRLPA do not require the filing of a certificate of interest exchange to evidence the transaction.

[11] If the converted entity is a domestic entity, the conversion fee must include the formation filing fee for the domestic entity. For example, the total fee for the conversion of a foreign for-profit corporation to a domestic limited partnership will be $1,050 ($300 for the conversion plus $750 for the formation of the limited partnership).

[12] Although no change has been made to the fee for the filing of the periodic report or to the late fee if the report is not filed within the time specified, the total fee for filing a report to reinstate a limited partnership that has been involuntarily cancelled/terminated/revoked for its failure to file the periodic report will change effective January 01, 2006. Under existing law the total fee would be $250 ($50 for the report, $100 late fee, plus $100 reinstatement fee). Under the BOC, the total fee will be $225 ($50 for the report, $100 late fee, plus $75 reinstatement fee).

[13] Under the provisions of the BOC, a registered agent may also update the records to reflect a change to the registered agent name.

[14] A registered agent may submit simultaneous filings for more than one corporate entity represented. The maximum fee for simultaneous filings is not to exceed $750.

[15] A registered agent may submit simultaneous filings for more than one limited liability company represented. The maximum fee for simultaneous filings is not to exceed $500.

[16] The maximum fee for simultaneous filings for more than one limited liability company represented is not to exceed $750.

[17] A registered agent may submit simultaneous filings for more than one limited partnership represented. The maximum fee for simultaneous filings is not to exceed $2,500.

[18] The maximum fee for simultaneous filings for more than one limited partnership represented is not to exceed $750.

[19] Article 7.01E of the TBCA sets forth the fee for filing an application for reinstatement by an involuntarily dissolved business corporation, professional corporation, or professional association. Article 8.16 of the TBCA sets forth the fee for filing an application for reinstatement of a revoked certificate of authority by a foreign corporation.

[20] A limited partnership governed under the TRLPA or under the BOC may be involuntarily cancelled/terminated/revoked for its failure to file a periodic report when due. The reinstatement fee associated with the filing of a periodic report after involuntary cancellation/termination/revocation for this reason is set at $75. The same fee applies when a limited partnership governed under the BOC is involuntarily terminated/revoked for other reasons, such as failure to maintain a registered agent or registered office.

[21] This filing is not applicable to professional associations or limited partnerships as they are not currently classified as corporations. Therefore, these entities are not subject to the franchise tax or tax forfeiture provisions of Chapter 171 of the Texas Tax Code.

[22] The current provisions of the TPAA do not provide for the qualification of a foreign professional association.

[23] A limited partnership governed under the TRLPA or under the BOC may be involuntarily cancelled/terminated/revoked for its failure to file a periodic report when due. The reinstatement fee associated with the filing of a periodic report after involuntary cancellation/termination/revocation for this reason is set at $75. The same fee applies when a limited partnership governed under the BOC is involuntarily terminated/revoked for other reasons, such as failure to maintain a registered agent or registered office.

[24] Under existing law, the comparable document would be a Revocation of a Voluntary Dissolution in the case of a business corporation and a limited liability company. The comparable document filing under existing law for a limited partnership is a Revocation of Voluntary Cancellation, which has a filing fee of $25.

[25] This new filing and fee become effective September 1, 2005.