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IMPORTANT INFORMATION

CORPORATE NAME (items 1 & 2): The corporate name must contain one of the following

words of incorporation or an abbreviation thereof: Company, Corporation, Incorporated, or

Limited. If the corporate name does not contain one of the words of incorporation, complete

item 2A of the application and state the name of the corporation with one of the words of

incorporation added for purposes of doing business in Texas.

Article 8.03 of the Texas Business Corporation Act (TBCA) and the secretary of state’s name

availability rules provide that a corporate name cannot be the same as, or deceptively similar

to, the name of any domestic or foreign corporation, limited partnership, limited liability

company, or any name reservation or registration filed with the secretary of state. Therefore,

the foreign corporation's name will be checked for availability upon submission of the

application.

Whether the corporation’s name is available for use in Texas may be determined by telephone

at (512) 463-5555 or by e-mail to corpinfo@sos.state.tx.us. This is only a preliminary clearance.

The final decision on the name will be made when the document is submitted for filing. If the

corporation's name is not available for use in this state, the corporation must obtain its

certificate of authority and transact business under an assumed name. The assumed name must

meet the same requirements of name availability as do corporate names. If an assumed name

must be used, complete item 2B of the application with the name that the corporation elects to

adopt for use in Texas. In addition, the corporation is required to file an assumed name

certificate in compliance with chapter 36 of the Texas Business & Commerce Code. The

assumed name certificate is to be filed with the secretary of state and with the county clerk in

the county in which the registered office is located and the county in which the principal office

is located. The form promulgated by the secretary of state for making the assumed name filing

is form number 503. This form is not acceptable for filing in the county clerk’s office.

STATED CAPITAL (item 14): The amount of the corporation's stated capital should be

specified in the application. Stated capital must always be expressed in U.S. dollars. TBCA,

article 1.01 A(17) defines "stated capital" as the sum of:

(a)

par value of all shares of the corporation having a par value that have been

issued;

(b)

the consideration fixed by the corporation in the manner provided by law for all

shares of the corporation without par value that have been issued, except such

part of the consideration actually received therefor as may have been allocated to

the capital surplus in a manner permitted by law; and

(c)

such amounts not included in paragraphs (a) and (b) of this subsection as have

been transferred to stated capital of the corporation, whether upon the issue of

shares as a share dividend or otherwise, minus all reductions from such sum as

may have been effected in a manner permitted by law.

CONSIDERATION (item 15): The corporation must have received consideration of the value

of at least $1,000 for the issuance of shares prior to obtaining a certificate of authority and the

statement of such fact must be included in the application. This $1,000 figure cannot be altered,

even if the corporation is permitted by its home state to commence business with a lesser

amount of consideration.

Form No. 301

Revised 8/99

Form 301 - Instructions For Making Application For A Certificate Of Authority By A Business Corporation Page 2

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