Form 812—General Information (Statement of Operation as a Close Corporation) The attached form is designed to meet minimal statutory filing requirements pursuant to the relevant code provisions. This form and the information provided are not substitutes for the advice and services of an attorney and tax specialist. Commentary Under Section 21.718 of the Texas Business Organizations Code (BOC), a close corporation that begins to conduct its business and affairs under a shareholders’ agreement that has become effective shall promptly execute and file with the secretary of state a statement of operation as a close corporation. This form has been promulgated to comply with the provisions of the Texas Business Organizations Code (BOC) as well as prior law regarding statements of operation as a close corporation. There are not substantive differences in the filing of the statement under prior law and under the BOC. Consequently, instructions for the form only make statutory references to the BOC. Instructions for Form • Entity Information: Set forth the name of the corporation as stated in its governing document s. It is recommended that the file number assigned by the secretary of state be provided to facilitate processing of the instrument. • Statement of Operation: The statement must specify that the close corporation is being operated and its business and affairs are being conducted under the terms of a shareholders’ agreement and provide the date the operation under the shareholders’ agreement began. Execution: Under section 21.718 of the BOC, the statement of operation must be signed by an officer on behalf of the corporation. The statement of operation need not be notarized. However, before signing, please read the statements on this form carefully. A person commits an offense under section 4.008 of the BOC if the person signs or directs the filing of a filing instrument the person knows is materially false with the intent that the instrument be delivered to the secretary of state for filing. The offense is a Class A misdemeanor unless the person’s intent is to harm or defraud another, in which case the offense is a state jail felony.  Payment and Delivery Instructions: The filing fee for statement of operation is $15. Fees may be paid by personal checks, money orders, LegalEase debit cards, or American Express, Discover, MasterCard, and Visa credit cards. Checks or money orders must be payable through a U.S. bank or financial institution and made payable to the secretary of state. Fees paid by credit card are subject to a statutorily authorized convenience fee of 2.7 percent of the total fees. Submit the completed form in duplicate along with the filing fee. The form may be mailed to P.O. Box 13697, Austin, Texas 78711-3697; faxed to (512) 463-5709; or delivered to the James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. If a document is transmitted by fax, credit card information must accompany the transmission (Form 807). On filing the document, the secretary of state will return the appropriate evidence of filing to the submitter together with filestamped copy of the document, if a duplicate copy was provided as instructed. Revised 05/11 Form 812 1 American LegalNet, Inc. www.FormsWorkFlow.com Form 812 (Revised 05/11) Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512 463-5709 Filing Fee: $15 This space reserved for office use. Statement of Operation as a Close Corporation Entity Information The name of the corporation is: The file number issued to the corporation by the secretary of state is: Statement of Operation The close corporation is being operated and its business and affairs are being conducted under the terms of a shareholders’ agreement under subchapter O, chapter 21 of the Texas Business Organizations Code. The date the operation of the corporation began is: mm/dd/yyyy Execution The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument. Date: Signature and title of officer of the corporation Form 812 2 American LegalNet, Inc. www.FormsWorkFlow.com