How to Complete Texas Ethics Commission Form 1295: Filing, Corrections, and Penalties

Texas Form 1295, the Certificate of Interested Parties, is filed electronically through the Texas Ethics Commission before a state agency or local government can sign a qualifying contract with your business. Filing is free, the form lives entirely on the TEC’s online system, and it identifies every person with a controlling or intermediary stake in the deal. The requirement comes from Texas Government Code § 2252.908.¹

When You Have to File

A business entity has to file Form 1295 when a contract with a Texas governmental entity or state agency meets any one of three conditions:¹

The contract requires an action or vote by the governing body before it can be signed.
The contract has a value of at least $1 million.
The contract is for services that would require the provider to register as a lobbyist under Chapter 305 of the Government Code.

Amendments, extensions, and renewals count too. If you already have a contract on file and it changes in any of these ways, a fresh Form 1295 is required.²

“Business entity” is read broadly. Sole proprietorships, partnerships, corporations, and nonprofits all qualify — any entity recognized by law through which business is conducted.³

Contracts That Don’t Require the Form

The statute exempts six categories, so check these before you start:¹

Contracts with a publicly traded company or its wholly owned subsidiary.
Contracts with an electric utility as defined in Utilities Code § 31.002.
Contracts with a gas utility as defined in Utilities Code § 121.001.
Health and human services contracts where the value cannot be determined at execution and any qualified vendor is eligible. This is narrow and does not cover healthcare contracts generally.
Contracts between state agencies or institutions of higher education.
Sponsored research contracts of an institution of higher education.

If you’re a wholly owned subsidiary of a publicly traded parent, your officers do not need to be listed as interested parties even though the subsidiary itself is not publicly traded.²

What to Gather Before You Log In

Three pieces of information make the online filing quick: the contract identifier, everyone with a controlling interest, and everyone with an intermediary interest.

The Contract Identifier

The governmental partner assigns a contract identification number or text string. It usually sits at the top of the request-for-offer document. If you cannot locate it, call the governmental entity and ask, or enter a plain-language description of the contract in its place.²

Controlling Interests

A person has a controlling interest in your business if any of these are true:²

They hold an ownership or participating interest of more than 10 percent, measured by units, shares, percentage, or any other method.
They sit on your board of directors or other governing body and that board has 10 or fewer members.
They are an officer of the entity if it has four or fewer officers, or one of the four highest-compensated officers if it has more than four.

Nonprofits follow the same rules. A nonprofit board with more than 10 members means the board members are not listed. A board with 10 or fewer members means every one of them is an interested party, regardless of any federal filings they may or may not appear on.²

Intermediaries

An intermediary is someone outside your company who helped facilitate or negotiate the contract. To qualify, all three of the following must be true of the person:³

They received compensation from the business entity for their participation.
They communicated directly with the governmental entity or state agency on behalf of the business entity about the contract.
They are not an employee of the business entity or of an entity with a controlling interest in it.

An in-house attorney who negotiated the deal on salary is not an intermediary because they are an employee. An outside consultant paid on commission who spoke directly with the agency’s procurement office is.

For every interested party, controlling or intermediary, you’ll need a full legal name and complete physical address.

Filing the Form Online

Set Up Your Account

Go to the TEC’s electronic filing application and select “Business Entity” as the user type. Create an account with a valid email address and password if you don’t already have one.⁴ The governmental entity uses a separate “Governmental Entity/State Agency” login later to acknowledge your filing; that is not something you do.

Enter the Data

The application walks you through the contracting entity’s name, the contract identifier, and the name and address of each interested party. For each person, indicate whether they hold a controlling interest, an intermediary interest, or both. If your business has no interested parties to disclose, you still file the form and mark that none exist.²

Print, Sign, and Deliver

Submitting the data generates a certificate with a unique certification number. Print it. An authorized agent of the business entity signs it and completes the unsworn declaration section, which asks for the signatory’s date of birth and address. That unsworn declaration replaced the older notary requirement for contracts entered into on or after January 1, 2018.⁵ Signing it is a declaration under penalty of perjury that the information is true.⁴

Deliver the signed certificate to the governmental entity at the same time you submit the signed contract. The statute is specific about that timing: the disclosure has to accompany the signed contract.¹ Whether you hand it over on paper or through an electronic procurement portal depends on what the bid documents specify.

Government Acknowledgment and the Public Database

Your certificate is not complete until the governmental entity logs in and acknowledges it. That has to happen no later than the 30th day after the contract binds all parties.⁴ Until then, the certificate sits in a pending status visible only to you and the government’s user.

Once acknowledged, the certificate becomes part of the TEC’s public database, which anyone can search online or download as a CSV file. The database updates daily.⁶ Searching for your certification number there after the 30-day window is a simple way to confirm the filing is on record.

Fixing a Mistake

How you correct an error depends on whether the certificate has already been acknowledged.²

If it has not been acknowledged, log back in, fix the certificate directly, then reprint, re-sign, and redeliver it.
If it has been acknowledged, the application locks it. Contact the governmental entity to discuss the error and decide whether a new filing or another corrective step is needed.

The TEC has no authority to change an acknowledged certificate, so any post-acknowledgment fix runs through the contracting government partner.

What Happens If You Don’t File

The consequence is simple and hard: the governmental entity cannot execute the contract until you file. The statute prohibits a governmental entity or state agency from entering a qualifying contract unless the business submits the disclosure.¹

If you miss the deadline, the governmental entity can send a written notice of the failure. From the date you receive that notice, you have 10 business days to submit the completed form.⁷ The Texas Ethics Commission itself does not accept complaints about Form 1295 and cannot impose penalties for a failure to file.⁸ The contract itself is the enforcement mechanism. No disclosure, no deal.

1
Texas Ethics Commission. Texas Government Code 2252.908 – Disclosure of Interested Parties
2
Texas Ethics Commission. Frequently Asked Questions – Form 1295
3
Texas Ethics Commission. Commission Rules Chapter 46
4
Texas Ethics Commission. Texas Ethics Commission Form 1295
5
Texas Ethics Commission. Changes to Form 1295
6
Texas Ethics Commission. Search 1295 Acknowledged Certificates
7
State of Texas. Texas Government Code GOV’T 2252.908 – Disclosure of Interested Parties
8
Texas Ethics Commission. Enforcement and Compliance