If you are asked to provide a “certificate of existence” for your corporation, order a certificate of status from the Secretary of State. Section 4.005(d) of the BOC provides that a certificate of status issued by the Secretary of State stating that the Texas entity is in existence is conclusive evidence of the entity’s existence.
An entity that has an active status (i.e., that has not been judicially, voluntarily or involuntarily terminated or forfeited under the Tax Code), but that has an outstanding notice, deficiency, or delinquency will have its “in existence” status clarified by other identifying phrases. The following are phrases that describe an active status:
In existence—an active status. No certificate of termination or notice of tax forfeiture has been issued by the Secretary of State.
Delinquent—an active status indicating that a professional association has failed to submit its annual statement by June 30, and has not yet been involuntarily dissolved/terminated.
Forfeited Rights—an active status indicating that a nonprofit corporation or a limited partnership has failed to submit its Periodic report within 30 days after mailing by the Secretary of State, and has not yet been involuntarily terminated.
RA Notice Sent—an active status indicating that the registered agent of the entity has resigned and a new registered agent has not been designated or that an allegation has been made that the entity is not maintaining a registered agent. Notice of the need to appoint a new registered agent has been mailed by the Secretary of State.
Report Due—an active status indicating that a nonprofit corporation or a limited partnership has been requested to file a periodic report, or a professional association has been requested to file an annual statement. The due date for the report or annual statement has not passed.