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IMPORTANT INFORMATION

CORPORATE NAME (items 1 & 2): The corporate name or the name the corporation elects to

use in this state must meet the requirements of section 8 of the TPCA. The name must not be

contrary to the law or ethics regulating the practice of law and must contain one of the following

words of incorporation or an abbreviation thereof: Professional Corporation, 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 are applicable to professional corporations. The Act and 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 that meets the same

requirements of name availability. If an assumed name must be used, complete item 2B of the

application and complete and file an assumed name certificate in compliance with chapter 36 of

the Texas Business & Commerce Code (Form 503).

STATED CAPITAL (Item 15): The amount of the corporation's stated capital must always be

expressed in U.S. dollars. Tex. Bus. Corp. Act Ann. art. 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) as have been transferred to

stated capital of the corporation, whether upon the payment of a share dividend or

upon adoption by the board of directors of a resolution directing that all or part of

surplus be transferred to stated capital, minus all reductions from such sum as

may have been effected in a manner permitted by law.

CONSIDERATION (Item 16): The corporation must have received consideration of the value of

at least $1,000.00 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 $1,000.00 figure cannot be

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

amount of consideration.

FRANCHISE TAXES: Franchise tax information may be obtained from the Tax Assistance

Section, Comptroller of Public Accounts, Austin, Texas 78774-0100, (512) 463-4600. The toll-

free number is (800) 252-1381. From a telecommunication device for the deaf (TDD) ONLY call

(800) 248-4099 toll-free, or call (512) 463-4621.

Form No. 303

Revised 8/99

Instructions For Making Application For A Certificate Of Authority By A Professional Legal Corporation (Form 303) - Texas Comptroller Of Public Accounts Page 2

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