Form 811--General Information (Certificate of Reinstatement) 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 This form may be used to reinstate: (1) the existence of a domestic filing entity that has been voluntarily terminated; (2) the existence of a domestic filing entity that has been involuntarily terminated by action of the secretary of state; or (3) the registration of a foreign filing entity whose registration has been revoked by action of the secretary of state. Do Not Use This Form If: The entity's existence or registration was forfeited under the Tax Code. See Form 801. The entity is a professional association that was terminated or revoked for failure to timely file an annual statement. See Form 814. The entity was terminated or revoked by court order. Time Frames for Reinstatement Voluntarily Terminated Domestic Entity: Certificate of reinstatement must be filed no later than the third (3rd) anniversary of the effective date of the termination. (See part 4A of the form.) Involuntarily Terminated Domestic Entity: Certificate of reinstatement may be filed at any time so long as the entity would otherwise have continued to exist. However, the entity is considered to have continued in existence without interruption from the date of termination only if the entity is reinstated before the third (3rd) anniversary of the date of involuntary termination. (See 4B.) Revoked Foreign Entity Registration: Certificate of reinstatement must be filed no later than the third (3rd) anniversary of the effective date of the revocation. (See 4C.) Instructions for Form Item 1--Entity Name and File Number: Set forth the legal name of the entity and the secretary of state file number. For a foreign filing entity that was registered to transact business in Texas under a different name, also set forth the assumed name under which the entity was registered. Item 2--Jurisdictional Information: To ensure that the correct entity is reinstated, the jurisdiction of organization and the entity's date of organization or registration in Texas should be provided. Item 3--Date of Termination or Revocation: Provide the effective date of the termination or revocation. In the case of a terminated domestic entity that has delayed the effectiveness of the filing of its certificate of termination, provide the effective date as stated on the certificate. Item 4--Conditions for Reinstatement: Select the grounds or conditions for reinstatement. Do not check more than one box. If unsure, verify the reason for inactive status by contacting the secretary of state at (512) 463-5555, 7-1-1 for relay services, corpinfo@sos.state.tx.us or on-line through SOSDirect. (Visit http://www.sos.state.tx.us/corp/sosda/index.shtml for SOSDirect information.) 4A. Reinstatement of a Texas Entity Following Voluntary Termination: Sections 11.201 and 11.202 of the BOC permit reinstatement no later than the third anniversary of the effective date of termination if the owners, members, governing persons, or other persons specified by the BOC approve the reinstatement in the manner provided by the title of the BOC governing the entity and: Form 811 1 American LegalNet, Inc. www.FormsWorkFlow.com (1) the termination was by mistake or was inadvertent; (2) the termination occurred without the approval of the entity's governing persons when approval is required by the title of the BOC governing the entity; (3) the process of winding up before termination had not been completed by the entity; or (4) the legal existence of the entity is necessary to convey or assign property, to settle or release a claim or liability, to take an action, or to sign an instrument or agreement. 4B. Reinstatement of a Texas Entity Following Involuntary Termination: Section 11.251 of the BOC authorizes the secretary of state to involuntarily terminate a domestic filing entity, other than a domestic real estate investment trust, if the secretary finds that the entity has failed to: (1) file a report within the period required by law or to pay a fee or penalty prescribed by law when due and payable; (2) maintain a registered agent or registered office in Texas as required by law; or (3) pay a fee required in connection with a filing, or payment of the fee was dishonored when presented by the state for payment. As a condition to reinstatement, the entity must correct the circumstances that led to termination and any other circumstances of the type described above, including paying any fees, interest or penalties. 4C. Reinstatement of a Foreign Entity Following Revocation: Section 9.101 of the BOC authorizes the secretary of state to revoke the registration of a foreign filing entity if the secretary finds that the entity has failed to: (1) file a report within the period required by law or to pay a fee or penalty prescribed by law when due and payable; (2) (3) maintain a registered agent or registered office in Texas as required by law; amend its registration when required by law; or (4) pay a fee required in connection with a filing, or payment of the fee was dishonored when presented by the state for payment. As a condition to reinstatement, the entity must correct the circumstances that led to revocation and any other circumstances of the type described above, including paying any fees, interest or penalties. Item 5--Registered Agent and Registered Office: An entity requesting reinstatement must provide the secretary of state with current registered agent and registered office information. The registered agent can be either (option A) a domestic entity or a foreign entity that is registered to do business in Texas or (option B) an individual resident of the state. The entity cannot act as its own registered agent; do not enter the entity name as the name of the registered agent. An entity that was involuntarily terminated or that had its registration revoked for failure to maintain a registered agent or registered office in Texas need not submit an additional filing to change the registered agent or registered office. Consent: A person designated as the registered agent of an entity must have consented, either in a written or electronic form, to serve as the registered agent of the entity. Although consent is required, a copy of the person's written or electronic