Exhibit 3.15
Corporations Section Gwyn Shea
P.O.Box 13697 Secretary of State
Austin, Texas 78711-3697
[SEAL]
Office of the Secretary of State
The undersigned, as Secretary of State of Texas, does hereby certify that the
attached is a true and correct copy of each document on file in this office as
described below:
TELEPHONE AUDIO PRODUCTIONS, INC.
Filing Number: 77574500
Articles Of Incorporation November 25, 1985
Assumed Name Certificate April 27, 1998
Assumed Name Certificate April 27, 1998
Change Of Registered Agent/Office July 20, 1998
Assumed Name Certificate July 24, 1998
Assumed Name Certificate July 24, 1998
Public Information Report (PIR) December 31, 1999
Change Of Registered Agent/Office March 30, 2001
In testimony whereof, I have hereunto
signed my name officially and caused to be
impressed hereon the Seal of State at my
office in Austin, Texas on April 29, 2003.
[SEAl]
/s/ Gwyn Shea
---------------------------------------
Secretary of State
Come visit us on the internet at http://www.sos.state.tx.us/
PHONE(512) 463-5555 FAX(512) 463-5709 TTY7-1-1
Prepared by: SOS-WEB
FILED
In the Office of the
Secretary of State of Texas
NOV 25 1985
Clerk I-B
Corporations Section
ARTICLES OF INCORPORATION
OF
TELEPHONE AUDIO PRODUCTIONS, INC.
THE STATE OF TEXAS
COUNTY OF DALLAS
ARTICLE ONE
The name of the Corporation is TELEPHONE AUDIO PRODUCTIONS, INC.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purposes for which the Corporation is organized are:
1. The transaction of any or all lawful business for which a corporation
may be incorporated under the Texas Business Corporation Act.
2. To buy, sell and deal in real property, personal property and services,
subject to Part Four, Texas Miscellaneous Corporation Laws Act.
ARTICLE FOUR
The aggregate number of shares which the Corporation shall have authority
to issue is 1,000,000 at no par value.
ARTICLE FIVE
The Corporation will not commence business until it has received for the
issuance of its shares consideration of the value of one Thousand Dollars
($1,000.00) consisting of money, labor done, or property actually received.
ARTICLE SIX
All shareholders shall have preemptive rights.
ARTICLE SEVEN
The shareholders of the Corporation hereby delegate to the Board of
Directors power to adopt, alter, amend or repeal the By-Laws of the corporation;
such power shall be deemed to be vested exclusively in the Board of Directors,
and shall not be exercised by the shareholders.
ARTICLE EIGHT
Directors shall be elected by a majority vote. Cumulative voting shall be
permitted.
ARTICLE NINE
1. Any contract or other transaction between the Corporation and any of its
directors, officers or shareholders (or any corporation or firm in which any of
them are directly interested) shall be valid for all purposes notwithstanding
the presence of such director, officer or shareholder at the meeting,
authorizing such contract or transaction, or his participating in such meeting
or authorization.
2. The foregoing shall, however, apply only if the interest of each such
director, officer or shareholder is known or disclosed to the Board of Directors
and/or shareholders, and they nevertheless authorize or ratify such contract or
agreement.
ARTICLE TEN
1. The Corporation shall, subject to the provisions in paragraph 2, below,
indemnify any director or former director who was, is, or is threatened to be
made a defendant or respondent in a proceeding because such person is or was a
director, against judgments, penalties, fines, settlements, and reasonable
expenses actually incurred in connection with the proceeding; but if the
proceeding was brought by or on behalf of the Corporation, the indemnification
is limited to reasonable expenses actually incurred in connection with the
proceeding.
2. The indemnification in paragraph 1 shall be made only if it is
determined in accordance with paragraph 3, below, that the director or former
director:
(a) conducted himself in good faith;
(b) reasonably believed: (1) in the case of conduct in his official
capacity as a director of the corporation, that his conduct was
in the corporation's best interests; and (2) in all other cases,
that his conduct was at least not opposed to the corporation's
best interests;
(c) in the case of any criminal proceedings, had no reasonable cause
to believe his conduct was unlawful.
3. A determination of indemnification, authorization of indemnification,
and a determination as to reasonableness of expenses must be made:
(a) by a majority vote of a quorum consisting of directors who at the
time of the vote are not named defendants or respondents in the
proceeding;
(b) if such a quorum cannot be obtained, by a majority vote of a
committee of the board of directors, consisting solely of two or
more directors who at the time of the vote are not named
defendants or respondents in the proceeding;
(c) by special legal counsel selected by the board of directors or a
committee of the board by vote as set forth in subparagraph (a)
or (b) of this paragraph, or, if such a quorum cannot be obtained
and such a committee cannot be established, by a majority vote of
all directors. If such legal counsel is selected for a
determination of indemnification, then authorization of
indemnification and determination as to reasonableness of
expenses must also be made under this subparagraph (c) of
paragraph 3; or
(d) by the shareholders in a vote that excludes the shares held by
directors who are named defendants or respondents in the
proceeding.
4. A director or former director may not be indemnified under Paragraph 1
for obligations resulting from a proceeding:
(a) in which the person is found liable on the basis that personal
benefit was improperly received by him, whether or not the
benefit resulted from an action taken in the person's official
capacity; or
(b) in which the person is found liable to the corporation.
5. The Corporation, in any events, shall indemnify a director
or officer against reasonable expenses incurred by him in connection with a
proceeding in which he is a party because he is a director, or officer, if he
has been wholly successful, on the merits or otherwise, in the defense of the
proceeding.
6. Reasonable expenses incurred by a director, officer, employee or agent
of the corporation who was, is, or is threatened to be made a defendant or
respondent in a proceeding may be paid or reimbursed by the corporation in
advance of the final disposition of the proceeding after:
(a) the corporation receives a written affirmation by the director,
officer, employee or agent of his good faith belief that he has
met the standard of conduct referred to in Paragraphs 2 and 4,
and a written unlimited, general undertaking by him, or on his
behalf, to repay the amount paid or reimbursed if it is
ultimately determined that he has not met those requirements; and
(b) a determination of the facts then known to those making the
determination would not preclude indemnification under Paragraphs
1, 2, or 4.
Determinations and authorization for payments under this Paragraph must be made
in the manner specified by Paragraph 3, above.
7. Any indemnification of or advance of expenses to a director in
accordance with this Article Ten shall be reported in writing to the
shareholders with or before the notice, or waiver of notice of the next
shareholders' meeting or with or before the next submission to shareholders of a
consent to action without a meeting and, in any case, within the twelve (12)
month period immediately following the date of the indemnification or advance.
ARTICLE ELEVEN
The post office address of the initial registered office of the Corporation
is 5217 McKinney Avenue, Suite 202, Dallas, Texas 75205, and the name of its
initial registered agent at such address is Mark S. McQuality.
ARTICLE TWELVE
The number of initial directors is three (3), and the names and addresses
of the directors are;
Name Address
---- -------
Lawrence I. Norber 3116 Brincrest
Dallas, Texas 75234
Michael H. Wegener 2114 Poppy
Richardson, Texas 75081
Charles E. Price, Jr. 4304 Windward Circle
Dallas, Texas 75252
ARTICLE THIRTEEN
The name and address of the incorporator is:
Name Address
---- -------
Mark S. McQuality 5217 McKinney Avenue, Suite 202
Dallas, Texas 75205
/s/ MARK S. McQUALITY
----------------------------------------
SUBSCRIBED AND SWORN TO BEFORE ME by the said MARK S. McQUALITY,
Incorporator, on this 21st day of November, 1985.
/s/ Illegible
----------------------------------------
Notary Public in and for
Dallas County, Texas
My Commission Expires:
6-14-86
Office of the Corporations Section P.O. BOX 13697
Secretary of State FILED
Austin, Texas 78711-3697 In the Office of the
Secretary of State of Texas
APR 27 1998
Corporations Section
ASSUMED NAME CERTIFICATE
1. The name of the corporation, limited liability company, limited
partnership, or registered limited liability partnership as stated in its
articles of incorporation, articles of organization, certificate of limited
partnership, application for certificate of authority or comparable
document is Telephone Audio Productions, Inc.
2. The assumed name under which the business or professional service is or is
to be conducted or rendered is Sold-on-Hold Communications
3. The state, country, or other jurisdiction under the laws of which it was
incorporated, organized or associated is Texas, and the address of its
registered or similar office in that jurisdiction is 12700 Park Central Dr.
# 1401 Dallas Tx 75251
4. The period, not to exceed 10 years, during which the assumed name will be
used is 10 Years
5. The entity is a (circle one):
[X] Business Corporation
Non-Profit Corporation
Professional Corporation
Professional Association
Limited Liability Company
Limited Partnership
Registered Limited Liability Partnership
If the entity is some other type of incorporated business,
professional or other association, please specify below:
6. If the entity is required to maintain a registered office in Texas, the
address of the registered office is and the name of its registered agent at
such address is
-----------------------------------------------------------
The address of the principal office (if not the same as the registered
office) is
----------------------------------------------------------------
7. If the entity is not required to or does not maintain a registered office
in Texas, the office address in Texas is
----------------------------------
and if the entity is not incorporated, organized or associated under the
laws of Texas, the address of its place of business in Texas is
and the office address elsewhere is
-------------------------------
-------------------------------
8. The county or counties where business or professional services are being or
are to be conducted or rendered under such assumed name are (if applicable,
use the designation "ALL" or "ALL EXCEPT"): All
/s/ Michael H. Wegener
----------------------------------------
Signature of officer, general partner,
manager, representative or
attorney-in-fact of the entity
State of Texas
County of Dallas
Before me, the undersigned authority, on this day personally appeared Michael H.
Wegener known to me to be the person who signed the foregoing instrument, and
acknowledged to me that he executed the instrument for the purposes therein
expressed.
Given under my hand and seal of office on this 24th day of April 1998
(Notary Seal)
Notary Public
/s/ Illegible
----------------------------------------
Commission expires 5-11-99
Form No. 503
Revised 6/96
The Office of the Secretary of State does not discriminate on the basis of
race, color, national origin, sex, religion or disability in employment or the
provision of services.
Office of the Corporations Section
Secretary of State P.O. Box 13697
Austin, Texas 78711-3697
INSTRUCTIONS FOR FILING ASSUMED NAME CERTIFICATE
1. A corporation, limited liability company, limited partnership or registered
limited liability partnership which regularly conducts business or renders
a professional service in this state under a name other than the name
contained in its articles of incorporation, articles of organization,
certificate of limited partnership registration statement, or application
for certificate of authority must file an assumed name certificate with the
secretary of state and with the appropriate county clerk in accordance with
section 36.11 of the Texas Business and Commerce Code.
Office of the Corporations Section P.O. BOX 13697
Secretary of State FILED
Austin, Texas 78711-3697 In the Office of the
Secretary of State of Texas
APR 27 1998
Corporations Section
ASSUMED NAME CERTIFICATE
1. The name of the corporation, limited liability company, limited
partnership, or registered limited liability partnership as stated in its
articles of incorporation, articles of organization, certificate of limited
partnership, application for certificate of authority or comparable
document is Telephone Audio Productions, Inc.
2. The assumed name under which the business or professional service is or is
to be conducted or rendered is Sold-on-Hold
3. The state, country, or other jurisdiction under the laws of which it was
incorporated, organized or associated is Texas, and the address of its
registered or similar office in that jurisdiction is 12700 Park Central DR.
#1401 DALLAS TX 75251
4. The period, not to exceed 10 years, during which the assumed name will be
used is 10 Years
5. The entity is a (circle one):
[X] Business Corporation
Non-profit Corporation
Professional Corporation
Professional Association
Limited Liability Company
Limited Partnership
Registered Limited Liability Partnership
If the entity is some other type of incorporated business,
professional or other association, please specify below:
6. If the entity is required to maintain a registered office in Texas, the
address of the registered office is and the name of its registered agent at
such address is
-----------------------------------------------------------
The address of the principal office (if not the same as the registered
office) is
----------------------------------------------------------------
7. If the entity is not required to or does not maintain a registered office
in Texas, the office address in Texas is
----------------------------------
and if the entity is not incorporated, organized or associated under the
laws of Texas, the address of its place of business in Texas is
and the office address elsewhere is
--------------------------------------
--------------------------------------
8. The county or counties where business or professional services are being or
are to be conducted or rendered under such assumed name are (if applicable,
use the designation "ALL" or "ALL EXCEPT"): All
/s/ Michael H. Wegener
----------------------------------------
Signature of officer, general partner,
manager, representative or
attorney-in-fact of the entity
State of Texas
County of Dallas
Before me, the undersigned authority, on this day personally appeared Micheal H.
Wegener known to me to be the person who signed the foregoing instrument, and
acknowledged to me that he executed the instrument for the purposes therein
expressed.
Given under my hand and seal of office on this 24th day of April 1998
(Notary Seal)
Notary Public
/s/ Illegible
----------------------------------------
Commission expires 5-17-99
Form No. 503
Revised 6/96
The Office of the Secretary of State does not discriminate on the basis of
race, color, national origin, sex, religion, age or disability in employment or
the provision of services.
Office of the Corporations Section P.O. Box 13697
Secretary of State
Austin, Texas 78711-3697
INSTRUCTIONS FOR FILING ASSUMED NAME CERTIFICATE
1. A corporation, limited liability company, limited partnership or registered
limited liability partnership which regularly conducts business or renders
a professional service in this state under a name other than the name
contained in its articles of incorporation, articles of organization,
certificate of limited partnership registration statement, or application
for certificate of authority must file an assumed name certificate with the
secretary of state and with the appropriate county clerk in accordance with
section 36.11 of the Texas Business and Commerce Code.
Office of the [SEAL] FILED
Secretary of State In the Office of the
Corporations Section Secretary of State of Texas
P.O. BOX 13697
Austin, Texas 78711-3697 JUL 20 1998
Corporations Section
STATEMENT OF CHANGE OF REGISTERED OFFICE OR
REGISTERED AGENT OR BOTH BY A CORPORATION,
LIMITED LIABILITY COMPANY OR LIMITED PARTNERSHIP
1. The name of the entity is Telephone Audio Productions, Inc.
The entity's charter/certificate of authority/file number is 00775745-00
2. The registered office address as PRESENTLY shown in the records of the
Texas secretary of state is: 5217 McKinney Ave #202 Dallas Tx 75205
3. A.[X] The address of the NEW registered office is: (Please provide street
address, city, state and zip code. The address must be in Texas.)
12700 Park Central DR. #1401 Dallas Tx 75251
OR B.[ ] The registered office address will not change.
4. The name of the registered agent as PRESENTLY shown in the records of the
Texas secretary of state is Mark S McQuality
5. A.[X] The name of the NEW registered agent is Michaek H Wegener
OR B.[ ] The registered agent will not change.
6. Following the changes shown above, the address of the registered office and
the address of the office of the registered agent will continue to be
identical, as required by law.
7. The changes shown above were authorized by:
Business Corporations may select A or B Limited Liability
--------
Companies may select D or E Non-Profit Corporations may select A, B, or C
Limited Partnerships select F
A.[X] The board of directors;
B.[ ] An officer of the corporation so authorized by the board of
directors;
C.[ ] The members of the corporation in whom management of the corporation
is vested pursuant to article 2.14C of the Texas Non-Profit
Corporation Act;
D.[ ] Its members;
E.[ ] Its managers; or
F.[ ] The limited partnership.
/s/ Michael H. Wegener
----------------------------------------
(Authorized Officer of Corporation)
(Authorized Member or Manager of LLC)
(General Partner of Limited Partnership)
Office of the Corporations Section P.O. Box 13697
Secretary of State FILED
Austin, Texas 78711-3697 In the Office of the
Secretary of State of Texas
JUL 24 1998
Corporations Section
ASSUMED NAME CERTIFICATE
1. The name of the corporation, limited liability company, limited
partnership, or registered limited liability partnership as stated in its
articles of incorporation, articles of organization, certificate of limited
partnership, application for certificate of authority or comparable
document is Telephone Audio Productions, Inc.
2. The assumed name under which the business or professional service is or is
to be conducted or rendered is On Hold Ad Systems
3. The state, country, or other jurisdiction under the laws of which it was
incorporated, organized or associated is Texas, and the address of its
registered or similar office in that jurisdiction is 12700 Park Central
Dr. #1401 Dallas Tx 75251
4. The period, not to exceed 10 years, during which the assumed name will be
used is 10 Years
5. The entity is a (circle one):
[X] Business Corporation
Non-Profit Corporation
Professional Corporation
Professional Association
Limited Liability Company
Limited Partnership
Registered Limited Liability Partnership
If the entity is some other type of incorporated business,
professional or other association, please specify below:
6. If the entity is required to maintain a registered office in Texas, the
address of the registered office is and the name of its registered agent at
such address is
-----------------------------------------------------------
The address of the principal office (if not the same as the registered
office) is
----------------------------------------------------------------
7. If the entity is not required to or does not maintain a registered office
in Texas, the office address in Texas is
----------------------------------
and if the entity is not incorporated, organized or associated under the
laws of Texas, the address of its place of business in Texas is
-----------
and the office address elsewhere is
----------------- ---------------------
8. The county or counties where business or professional services are being or
are to be conducted or rendered under such assumed name are (if
applicable, use the designation "ALL" or "ALL EXCEPT"): All
/s/ Michael H. Wegener
-------------------------------------------
Signature of officer, general partner,
manager, representative or attorney-in-fact
of the entity
State of
-------
County of
-------
Before me, the undersigned authority, on this day personally appeared Michael H.
Wegener known to me to be the person who signed the foregoing instrument, and
acknowledged to me that he executed the instrument for the purposes therein
expressed.
Given under my hand and seal of office on this 22nd day of July 1998
(Notary Seal)
/s/ Illegible
-------------------------------------
Notary Public
Commission expires 5-17-99
Form No. 503
Revised 6/96
The Office of the Secretary of State does not discriminate on the basis of race,
color, national origin, sex, religion, age or disability in employment or the
provision of services
Office of the Corporations Section
Secretary of State P.O. Box 13697
Austin, Texas 78711-3697
INSTRUCTIONS FOR FILING ASSUMED NAME CERTIFICATE
1. A corporation, limited liability company, limited partnership or registered
limited liability partnership which regularly conducts business or renders
a professional service in this state under a name other than the name
contained in its articles of incorporation, articles of organization,
certificate of limited partnership registration statement, or application
for certificate of authority must file an assumed name certificate with the
secretary of state and with the appropriate county clerk in accordance with
section 36.11 of the Texas Business and Commerce Code.
Office of the Corporations Section P.O. Box 13697
Secretary of State FILED
Austin, Texas 78711-3697 In the Office of the
Secretary of State of Texas
JUL 24 1998
Corporations Section
ASSUMED NAME CERTIFICATE
1. The name of the corporation, limited liability company, limited
partnership, or registered limited liability partnership as stated in its
articles of incorporation, articles of organization, certificate of limited
partnership, application for certificate of authority or comparable
document is Telephone Audio Productions, Inc.
2. The assumed name under which the business or professional service is or is
to be conducted or rendered is Sold-on-Hold International
3. The state, country, or other jurisdiction under the laws of which it was
incorporated, organized or associated is Texas, and the address of its
registered or similar office in that jurisdiction is 12700 Park Central
Dr. #1401 Dallas Tx 75251
4. The period, not to exceed 10 years, during which the assumed name will be
used is 10 Years
5. The entity is a (circle one):
[X] Business Corporation
Non-Profit Corporation
Professional Corporation
Professional Association
Limited Liability Company
Limited Partnership
Registered Limited Liability Partnership
If the entity is some other type of incorporated business,
professional or other association, please specify below:
6. If the entity is required to maintain a registered office in Texas, the
address of the registered office is and the name of its registered agent at
such address is
-----------------------------------------------------------
The address of the principal office (if not the same as the registered
office) is See item #3
7. If the entity is not required to or does not maintain a registered office
in Texas, the office address in Texas is
----------------------------------
and if the entity is not incorporated, organized or associated under the
laws of Texas, the address of its place of business in Texas is
-----------
and the office address elsewhere is
----------------- ---------------------
8. The county or counties where business or professional services are being or
are to be conducted or rendered under such assumed name are (if
applicable, use the designation "ALL" or "ALL EXCEPT"): All
/s/ Michael H. Wegener
-------------------------------------------
Signature of officer, general partner,
manager, representative or attorney-in-fact
of the entity
State of
--------
County of
--------
Before me, the undersigned authority, on this day personally appeared Michael
H. Wegener known to me to be the person who signed the foregoing instrument, and
acknowledged to me that he executed the instrument for the purposes therein
expressed.
Given under my hand and seal of office on this 22nd day of July 1998
(Notary Seal)
/s/ Illegible
-------------------------------------
Notary Public
Commission expires 5-17-99
Form No. 503
Revised 6/96
The Office of the Secretary of State does not discriminate on the basis of race,
color, national origin, sex, religion, age or disability in employment or the
provision of services.
Office of the Corporations Section
Secretary of State P.O. Box 13697
Austin, Texas 78711-3697
INSTRUCTIONS FOR FILING ASSUMED NAME CERTIFICATE
1. A corporation, limited liability company, limited partnership or registered
limited liability partnership which regularly conducts business or renders
a professional service in this state under a name other than the name
contained in its articles of incorporation, articles of organization,
certificate of limited partnership registration statement, or application
for certificate of authority must file an assumed name certificate with the
secretary of state and with the appropriate county clerk in accordance with
section 36.11 of the Texas Business and Commerce Code.
PUBLIC INFORMATION REPORT (PIR)
NOTIFICATION
Prior to tax year 2002 copies of Public Information Reports may not have been
retained by the Secretary of State of Texas. If you have received this
notification in place of a listed report prior to that date you must contact the
Comptroller of Public Accounts at (512) 463-4600 to request copies of the
record.
[SEAL] Office of the Secretary of State FILED
Corporations Section In the Office of the
P.O. Box 13697 Secretary of State of Texas
Austin, Texas 78711-3697
MAR 30 2001
Corporations Section
- --------------------------------------------------------------------------------
CHANGE OF REGISTERED AGENT/REGISTERED OFFICE
1. The name of the entity is TELEPHONE AUDIO PRODUCTIONS, INC and the file
number issued to the entity by the secretary of state is 0077574500
2. The entity is: (Check one.)
[X] a business corporation, which has authorized the changes indicated
below through its board of directors or by an officer of the
corporation so authorized by its board of directors, as provided by
the Texas Business Corporation Act.
[ ] a non-profit corporation, which has authorized the changes indicated
below through its board of directors or by an officer of the
corporation so authorized by its board of directors, or through its
members in whom management of the corporation is vested pursuant to
article 2.14C, as provided by the Texas Non-Profit Corporation Act
[ ] a limited liability company, which has authorized the changes
indicated below through its members or managers, as provided by the
Texas Limited Liability Company Act.
[ ] a limited partnership, which has authorized the changes indicated
below through its partners, as provided by the Texas Revised Limited
Partnership Act.
[ ] an out-of-state financial institution, which has authorized the
changes indicated below in the manner provided under the laws
governing its formation.
3. The registered office address as PRESENTLY shown in the records of the
Texas secretary of state is 12700 PARK CENTRAL DRIVE, #1401, DALLAS, TEXAS
75251
4. [X] A. The address of the NEW registered office is: (Please provide street
address, city, state and zip code. The address must be in Texas.)
800 Brazos, Austin, TX 78701
OR [ ] B. The registered office address will not change.
5. The name of the registered agent as PRESENTLY shown in the records of the
Texas secretary of state is MICHAEL H WEGENER
6. [X] A. The name of the NEW registered agent is Corporation Service Company
d/b/a CSC-Lawyers Incorporating Service Company
OR [ ] B. The registered agent will not change.
7. Following the changes shown above, the address of the registered office and
the address of the office of the registered agent will continue to be
identical, as required by law.
By: /s/ Illegible
--------------------------------
(A person authorized to sign on
behalf of the entity)
INSTRUCTIONS
1. It is recommended that you call (512) 463-5555 to verify the information in
items 3 and 5 as it currently appears on the records of the secretary of
state before submitting the statement for filing. You also may e-mail an
inquiry to corpinfo@sos.state.tx.us. As information on out-of-state
financial institutions is maintained on a separate database, a financial
institution must call (512) 463-5701 to verify registered agent and
registered office information. If the information on the form is
inconsistent with the records of this office, the statement will be
returned.
2. You are required by law to provide a street address in item 4 unless the
registered office is located in a city with a population of 5,000 or less.
The purpose of this requirement is to provide the public with notice of a
physical location at which process may be served on the registered agent. A
statement submitted with a post office box address or a lock box address
will not be filed.
3. An authorized officer of the corporation or financial institution must sign
the statement. In the case of a limited liability company, an authorized
member or manager of a limited liability company must sign the statement. A
general partner must sign the statement on behalf of a limited partnership.
A person commits an offense under the Texas Business Corporation Act, the
Texas Non-Profit Corporation Act or the Texas Limited Liability Company Act
if the person signs a document the person knows is false in any material
respect with the intent that the document be delivered to the secretary of
state for filing. The offense is a Class A misdemeanor.
4. Please attach the appropriate fee:
Business Corporation $15.00
Financial Institution, other than Credit Unions $15.00
Financial Institution that is a Credit Union $ 5.00
Non-Profit Corporation $ 5.00
Limited Liability Company $10.00
Limited Partnership $50.00
Personal checks and MasterCard(R), Visa(R), and Discover(R) are accepted in
payment of the filing fee. Checks or money orders must be payable through a
U.S. bank or other financial institution and made payable to the secretary
of state. Fees paid by credit card are subject to a statutorily authorized
processing cost of 2.1% of the total fees.
5. Two copies of the form along with the filing fee should be mailed to the
address shown in the heading of this form. The delivery address is:
Secretary of State, Statutory Filings Division, Corporations Section, James
Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. We will
place one document on record and return a file stamped copy, if a duplicate
copy is provided for such purpose. The telephone number is (512)463-5555,
TDD:(800)735-2989, FAX:(512)463-5709.
Form No. 401
Revised 9/99