Abandonment of Documents—New for Nonprofit Corporations

Although the Texas Non-Profit Corporation Act had provisions that permitted the delayed effectiveness of certain filings, the Act did not authorize the abandonment of an instrument with a delayed effective date or condition after the instrument had been filed with the Secretary of State.
1.
Section 4.057 of the BOC permits the parties to file a certificate of abandonment of a filing instrument if the instrument has not taken effect.
2.
On filing, the Secretary of State records the filing of an instrument with a delayed effective date or condition and takes necessary action at that time to create new entities, change the status of merged or converting entities, and change names when amended by the filed document. Consequently, when a statement of abandonment is submitted as permitted by law, the Secretary of State must determine whether the former name of any entity is available or whether the organizational documents need to be amended to change the name. If the likelihood exists that the parties might abandon a transaction, consider filing a name reservation for the prior or former name of an entity that may need to be reactivated.
3.
When the effectiveness of a document is conditioned on the occurrence of a future event other than the passage of time (delayed effective condition), the entity is required to file a statement with the Secretary of State within ninety (90) days from the date of execution of the instrument in order to effect the transaction evidenced by the filing. (Sec. 4.052 to Sec. 4.056 BOC)
4.
The failure to file the statement regarding the satisfaction or waiver of the delayed effective condition does not effect an abandonment of the filed document. In order to abandon the document, a certificate of abandonment must be filed with the Secretary of State.