Business and Public Filings Division

1. Electronic Self-Service Business Center Web Filings Search for entities, people or documents Order certificates & copies Available 24/7 Business and Public Filings Division

2. Electronic Self-Service Business Center • Automates many revenue functions; • Eliminates manual entry of document information reducing government costs and increasing efficiency; and • Expedites receipt of filed or rejected document or fulfillment of copies/certificate requests by using email notification. Business and Public Filings Division

3. Electronic Self-Service Business Center Subscription Service--$1.00 per search. • Fee waived if order placed in connection with search results or search function used during entry of a web filing. Business and Public Filings Division

4. Electronic Self-Service Business Center To file documents you must be a regular subscriber. Required Software: Adobe Acrobat Reader 4.0 or better and unzip utility such as WinZip 7.0 or better. If a Spam filtering service is used, make sure that sosdirect@sos.state.tx.us is allowed through without being filtered to ensure delivery of emails containing notification regarding documents/orders. Business and Public Filings Division

5. Where else can you receive… • Expedite Service Without the Expedite Fee! • Response by Close of Next Business Day for Filings • 2 Hour Response for Certificates of Fact • Plain or Certified Copies Within 4 Business Days Online Name Reservations Are Recommended!! Filing dates not restricted by 5:00 p.m. Business and Public Filings Division

6. Available Filings • Initial Filings (Formation Documents & Registrations) • Name reservations • Name registrations • Formation filings (domestic & foreign entities) • LLP registrations Business and Public Filings Division

7. Available Change Filings Assumed name certificates Change to registered agent/office Dissolutions, cancellations, & withdrawal of domestic & foreign entities Tax forfeiture reinstatements PA’s annual statements, nonprofit and LP periodic reports Name change amendments (business corp. & PC only) Business and Public Filings Division

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11. Name Availability Issues Increasingly difficult to find an available name. Failure to meet entity name standards is the most common reason for rejection. There are statutory, as well as, administrative requirements. Recent upgrade to SOS search program should enhance your name availability searches on the web. Business and Public Filings Division

12. Name Availability • Names Cannot Be: • Same as another entity name; • Deceptively similar to another entity name; or • Similar to another entity name without the previously • filed entity’s consent. Business and Public Filings Division

13. Name Availability Issues Letters of Consent • Names that are the same or deceptively similar cannot be filed even if the entities are related or affiliated companies. • E.g., IT Ventures, Inc. vs. IT Ventures, LP • Letters of consent are allowed for entity names that are similar. • E.g., IT Ventures, LLC vs. IT Venture Partners, Ltd. • A letter of consent should be unequivocal and unconditional. Business and Public Filings Division

14. Name Availability Do Not Assume... • That the SOS has reviewed state registered trademarks, federal trademarks, or assumed name filings when determining “availability” of an entity name. • That your interpretation of an SOSDirect search of an entity name means that the name is available and that the document will be filed. Business and Public Filings Division

15. Name Availability Do Not Assume... • That the filing of the name by the SOS gives the business entity the right to use of the name. BOC, current law, and common law provide that: • The issuance of the certificate does not authorize use of the name in violation of the rights of another under the federal Trademark Act, the Texas Trademark Act, the Assumed Business or Professional Name Act, or the common law. Business and Public Filings Division

16. Reminder • All name availability determinations provided by telephone or by email are preliminary! Do not enter into contracts or initiate regulatory filings based on a preliminary name availability determination. Business and Public Filings Division

17. Name Availability Texas Administrative Code may be found on our web site at www.sos.state.tx.us under the Texas Register icon. The rules are contained in Title 1, Part 4, Chapter 79, Sections 79.30-79.54 of the Texas Administrative Code. Business and Public Filings Division

18. End of Year Filings and BOC Business and Public Filings Division

19. End of Year Filings and BOC Prior law will govern formation filings received and accepted for filing on or before December 31, 2005. BOC will govern formation filings received on or after January 1, 2006. Business and Public Filings Division

20. End of Year Filings and BOC • Date of receipt by the SOS rather than date of execution or date of mailing will control whether prior law or BOC will apply to formation document. • A rejected document will receive a new date of receipt on its resubmission. Business and Public Filings Division REMINDER: LLC filing fees will increase 1/1/06.

21. End of Year Filings and BOC • If you wish to ensure that your formation filing is governed by prior law: • Use an assured delivery method; • File through SOSDirect before 5 p.m. December 31, 2005, if possible; or • File early and use delayed effective provisions. Business and Public Filings Division

22. End of Year Filings--Caveats • Entities created with a delayed effective date of January 1, 2006 or later will be subject to BOC provisions. • Conversions submitted with a delayed effective date of January 1, 2006 or later: • BOC will apply to converted entity. BOC applies to filing fee associated with conversion and formation. Business and Public Filings Division

23. End of Year Filings--Caveats • Mergers submitted with a delayed effective date of January 1, 2006 or later: • BOC will apply to any new domestic filing entity created by the plan of merger. • BOC formation fee for each domestic filing entity created by the plan of merger must be included in filing fee. Business and Public Filings Division

24. Tips on Doing Business with SOS Include a cover letter with a daytime telephone number or cell phone number. When in doubt of fees or procedures, please call. Use SOSDirect for services and filings, if feasible. www.sos.state.tx.us Business and Public Filings Division

25. Tips on Doing Business with SOS Send separate checks when submitting multiple documents. Provide evidence of prior name reservation when submitting corresponding instrument. SIGN THE DOCUMENT--We do not accept documents with conforming signatures. Don’t ask legal staff to waive a statutory requirement. Business and Public Filings Division

26. Need Help? Contact the SOS • E-mail your problem, question, or concerns, if lengthy. • corpinfo@sos.state.tx.us--name availability questions • corphelp@sos.state.tx.us--general questions • E-mail naming convention: rsumners@sos.state.tx.us • If you have a spam filter be sure to allow acceptance of SOS e-mails. Business and Public Filings Division

27. Need Help? Contact the SOS If you leave a voice-mail message for one of the attorneys, please repeat your name & telephone numbers—clearly and slowly. Business and Public Filings Division Robert Sumners (512) 463-5590 Mike Powell (512) 463-9856 Nahdiah Hoang (512) 475-0218