Instructions For Form 133.8 - Power Of Attorney

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Form
133.8
INSTRUCTIONS FOR FORM 133.8 - POWER OF ATTORNEY
1.
As part of the application for registration in Texas filed by a dealer or issuer, every entity not
organized under the laws of Texas, or that has its principal place of business outside Texas, and any
individual/sole proprietor applicant who is not a Texas resident, must complete a Power of Attorney
form. This form allows for service of process upon the dealer or issuer by service upon the
Securities Commissioner as the attorney in fact for the dealer or issuer in any action or proceeding
against the dealer or issuer arising out of any transaction subject to the Texas Securities Act. (Note:
Texas will accept Form U-2 in lieu of this Form 133.8.)
2.
Issuers seeking to register securities for sale in Texas are not required to file this form if the issuer’s
application is filed by a registered dealer acting as a principal in a firm commitment underwriting.
3.
For entities other than natural persons, the forms must be completed using the exact name of the
entity as used in the document that created the entity (e.g., articles of incorporation, partnership
agreement, etc.). Abbreviations may not be used unless they are also used in the document that
created the entity. Applicants will be required to re-execute the form if the names are not identical.
4.
CORPORATIONS ONLY. If a corporate seal is used, any two officers may sign the forms. If no
corporate seal is used, the president and the secretary must sign as directed on the power of attorney
page. If the bylaws of the corporation do not allow the president and the secretary to be the same
person, then the appointed secretary and president who execute the form as directed must be two
different persons. Corporate applicants who do not follow this instruction will be required to re-
execute the form.
5.
LIMITED LIABILITY COMPANIES ONLY. The forms must be signed by members with
managing authority for the company, in accordance with its articles of organization.
6.
The first page, labeled POWER OF ATTORNEY, should be completed by all applicants meeting
the above criteria, including both natural persons and entities. If a series of choices is listed within
parentheses or brackets, applicants should strike out inapplicable terminology and fill in blanks with
the correct terms. For sole proprietors, the signature of the sole proprietor is sufficient and no
second signature is required. For general partnerships, the signature of one general partner will be
sufficient, unless the partnership agreement requires otherwise. For limited partnerships, the
signature of one general partner may be sufficient, but if the general partner is not an individual or
partnership itself, it must follow the directions for a corporation or other entity, as appropriate.
7.
The second page of the form, labeled ACKNOWLEDGMENT, contains two acknowledgments.
The top acknowledgment should be completed by corporate or limited liability company applicants,
and any other entity that requires two signatures to properly execute the power of attorney. The
bottom acknowledgment should be completed by individual/sole proprietor and partnership
applicants. The power of attorney page must be signed in the presence of the notary. If the dates
of execution and notarization do not match, the applicant will be required to re-execute the form.
A-17B
8-10-2003

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