Enrolled Bill Summary

            Senate Bill 1320 amends the Texas Limited Liability Company Act, the Texas Non-Profit Corporation Act, the Texas Revised Limited Partnership Act, the Texas Revised Partnership Act, and the Texas Business Corporation Act. The bill authorizes a person who has reserved a limited liability company name to cancel the reservation by filing an application for cancellation with the secretary of state's office and paying a fee, and it prescribes certain certifying statements that must be included in the articles of merger for limited liability companies. The bill lengthens the intervening period between the secretary of state's revocation of the certificate of authority for a foreign limited liability company and possible reinstatement of the company from 24 to 36 months and similarly extends the period between dissolution of a domestic or foreign nonprofit corporation and possible reinstatement from 12 to 36 months. The bill specifies that a partner is considered to have withdrawn from a partnership upon conversion of the partnership if the partner (1) did not consent to the conversion and (2) failed to notify the partnership of his or her desire not to withdraw within a certain time period after the conversion, and it provides that such a withdrawal is not a wrongful withdrawal. The bill provides that a person who is required to file a change of registered office or agent, an application or certificate of withdrawal or termination, or articles of dissolution with the secretary of state and fails to do so within a certain period of time commits an offense and is liable to the state for a civil penalty as well as to a plaintiff or other party bringing suit for damages and certain expenses, including attorney's fees. Finally, the bill corrects a number of statutory cross-references in the above-named acts and repeals the Texas Professional Corporation Act.