Statement of Event or Fact

What is a Statement of Event or Fact?

Certain Texas business documents–such as Certificates of Formation–have an option to become effective upon the occurrence of a specific event or fact.

For example, you might determine that you do not want your Texas LLC to become active (effective) until your members have raised $10,000. You would specify this event or fact on your Certificate of Formation. Once the $10,000 is raised, you would file a Statement of Event or Fact with the Secretary of State. This lets the SOS know that the Certificate can now be processed and your LLC made active. You have 90 days from the date of filing your Certificate of Formation to submit a Statement of Event or Fact.

Filing Instructions

Filling out the Statement of Event or Fact is simple:

1. Entity Information: List the Name of Your Company & Your File Number
2. Filing Instrument: List the Document You Previously Filed
3. Confirmation: List Date & Time the Event or Fact Occurred
4. Execution: Sign & Date

That’s all there is to it.

The Statement of Event or Fact cannot be filed online. It must be submitted in duplicate either by mail or in person or by fax. There is a $15 filing fee ($5 for non-profits).

Mail To:

Secretary of State
PO Box 13697
Austin, TX 78711-3697

Hand Deliver To:

James Earl Rudder Office Building
1019 Brazos, TX 78701

Fax Number: 512-463-8709

What Happens If I Don’t File?

If you don’t file the Statement of Event or Fact within 90 days of your original filing, then whatever document you filed previously will not be processed and activated by the Secretary of State.

For example, imagine you filed a Certificate of Formation to form a Texas LLC and on your Certificate you stated that the LLC would only become active when your members raised $10,000. If you did not file the Statement of Event or Fact within 90 days of submitting the Certificate of Formation, then your LLC would not be formed by the SOS.