By Brimer H.B. No. 2632
75R7247 BEM-F
A BILL TO BE ENTITLED
1-1 AN ACT
1-2 relating to fees charged for records filed with and maintained by
1-3 the secretary of state.
1-4 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
1-5 SECTION 1. Sections 405.031(a) and (b), Government Code, are
1-6 amended to read as follows:
1-7 (a) The secretary of state shall charge for the use of the
1-8 state the following:
1-9 (1) for each official certificate, a fee of $10; [and]
1-10 (2) for a certified copy of a record in the secretary
1-11 of state's office, a fee of $1 a page in addition to the fee for
1-12 the certificate;
1-13 (3) for preparing and furnishing for a corporation,
1-14 limited partnership, limited liability company, or registered
1-15 limited liability partnership a certificate of existence or
1-16 authorization that reflects any filing effecting changes to the
1-17 entity's organizational documents or certificate of registration or
1-18 authorization and the dates of those filings, a fee of $25; and
1-19 (4) for the maintenance by the secretary of state of a
1-20 record of the service of any process, notice, or demand authorized
1-21 to be made on the secretary of state as agent, and for forwarding
1-22 the process, notice, or demand, a fee of $40 per person or party
1-23 served through the secretary of state [and $5 for certification].
1-24 (b) The secretary of state may charge a fee of $5 [$2] for a
2-1 search of records in the secretary of state's office if written
2-2 evidence of the search is required.
2-3 SECTION 2. Section A, Article 10.01, Texas Business
2-4 Corporation Act, is amended to read as follows:
2-5 A. The Secretary of State is authorized and required to
2-6 collect for the use of the State the following fees:
2-7 (1) Filing articles of incorporation of a domestic
2-8 corporation and issuing a certificate of incorporation, Three
2-9 Hundred Dollars ($300.00).
2-10 (2) Filing articles of amendment of a domestic
2-11 corporation and issuing a certificate of amendment, One Hundred
2-12 Fifty Dollars ($150.00).
2-13 (3) Filing articles of merger [or consolidation],
2-14 whether the surviving or new corporation be a domestic or foreign
2-15 corporation, Three Hundred Dollars ($300.00).
2-16 (4) Filing an application of a foreign corporation for
2-17 a certificate of authority to transact business in this State and
2-18 issuing such a certificate of authority, Seven Hundred Fifty
2-19 Dollars ($750.00).
2-20 (5) Filing an application of a foreign corporation for
2-21 an amended certificate of authority to transact business in this
2-22 State and issuing such an amended certificate of authority, One
2-23 Hundred Fifty Dollars ($150.00).
2-24 (6) Filing restated articles of incorporation of a
2-25 domestic corporation, Three Hundred Dollars ($300.00).
2-26 (7) Filing application for reservation of corporate
2-27 name and issuing a certificate therefor, Forty Dollars ($40.00).
3-1 (8) Filing notice of transfer of reserved corporate
3-2 name and issuing a certificate therefor, Fifteen Dollars ($15.00).
3-3 (9) Filing application for registration of corporate
3-4 name and issuing a certificate therefor, Seventy-Five Dollars
3-5 ($75.00).
3-6 (10) Filing application for renewal of registration of
3-7 corporate name and issuing a certificate therefor, Seventy-Five
3-8 Dollars ($75.00).
3-9 (11) Filing statement of change of registered office
3-10 or registered agent, or both, Fifteen Dollars ($15.00).
3-11 (12) Filing statement of change of address of
3-12 registered agent, Fifteen Dollars ($15.00); provided, however,
3-13 that the maximum fee for simultaneous filings by a registered agent
3-14 for more than one corporation shall not exceed Seven Hundred Fifty
3-15 Dollars ($750.00).
3-16 (13) Filing statement of resolution establishing
3-17 series of shares, Fifteen Dollars ($15.00).
3-18 (14) Filing statement of cancellation of redeemable
3-19 shares, Fifteen Dollars ($15.00).
3-20 (15) Filing statement of cancellation of re-acquired
3-21 shares, Fifteen Dollars ($15.00).
3-22 (16) Filing statement of reduction of stated capital,
3-23 Fifteen Dollars ($15.00).
3-24 (17) Filing articles of dissolution and issuing
3-25 certificate therefor, Forty Dollars ($40.00).
3-26 (18) Filing application for withdrawal and issuing
3-27 certificate therefor, Fifteen Dollars ($15.00).
4-1 (19) Filing certificate from home state that foreign
4-2 corporation is no longer in existence in said state, Fifteen
4-3 Dollars ($15.00).
4-4 (20) [Maintaining a record of service of any process,
4-5 notice or demand upon the Secretary of State as agent for foreign
4-6 and domestic corporations and for any foreign association, joint
4-7 stock company, partnership, or nonresident natural person, Forty
4-8 Dollars ($40.00).]
4-9 [(21)] Filing a bylaw or agreement restricting
4-10 transfer of shares or securities other than as an amendment to the
4-11 articles of incorporation, Fifteen Dollars ($15.00).
4-12 (21) [(22)] Filing any instrument pursuant to this Act
4-13 not expressly provided for above, Fifteen Dollars ($15.00).
4-14 (22) [(23)] Filing application for reinstatement of
4-15 corporate charter or certificate of authority following forfeiture
4-16 under the Tax Code, Seventy-Five Dollars ($75.00).
4-17 SECTION 3. Section A, Article 9.01, Texas Limited Liability
4-18 Company Act (Article 1528n, Vernon's Texas Civil Statutes), is
4-19 amended to read as follows:
4-20 A. The Secretary of State is authorized and required to
4-21 collect for the use of the State the following fees:
4-22 (1) Filing articles of organization of a domestic
4-23 limited liability company and issuing the certificate of
4-24 organization, Two Hundred Dollars ($200.00).
4-25 (2) Filing articles of amendment of a domestic limited
4-26 liability company and issuing the certificate of amendment, One
4-27 Hundred Dollars ($100.00).
5-1 (3) Filing articles of merger involving one or more
5-2 domestic or foreign limited liability companies:
5-3 (a) Two Hundred Dollars ($200.00), if another
5-4 type of domestic entity is not a party to the merger; or
5-5 (b) the greater of Two Hundred Dollars ($200.00)
5-6 or the highest filing fee for articles of merger under the
5-7 applicable Texas statute under which the other domestic entity or
5-8 entities are incorporated or organized, if another type of domestic
5-9 entity is party to the merger.
5-10 (4) Filing an application of a foreign limited
5-11 liability company for certificate of authority to transact business
5-12 in this state and issuing such a certificate of authority, Five
5-13 Hundred Dollars ($500.00).
5-14 (5) Filing an application of a foreign limited
5-15 liability company for an amended certificate of authority to
5-16 transact business in this state and issuing such an amended
5-17 certificate of authority, One Hundred Dollars ($100.00).
5-18 (6) Filing restated articles of organization of a
5-19 domestic limited liability company, Two Hundred Dollars ($200.00).
5-20 (7) Filing application for reservations of a limited
5-21 liability company name and issuing certificate thereof, Twenty-Five
5-22 Dollars ($25.00).
5-23 (8) Filing notice of transfer of reserved limited
5-24 liability company name and issuing a certificate therefor, Ten
5-25 Dollars ($10.00).
5-26 (9) Filing statement of change of registered office or
5-27 registered agent, or both, Ten Dollars ($10.00).
6-1 (10) Filing statement of change of address of
6-2 registered agent, Ten Dollars ($10.00); provided, however, that
6-3 the maximum fee for simultaneous filings by a registered agent for
6-4 more than one limited liability company shall not exceed Five
6-5 Hundred Dollars ($500.00).
6-6 (11) Filing articles of dissolution and issuing
6-7 certificate therefor, Twenty-Five Dollars ($25.00).
6-8 (12) Filing application for withdrawal and issuing
6-9 certificate therefor, Ten Dollars ($10.00).
6-10 (13) Filing certificate from home state that foreign
6-11 limited liability company is no longer existent in said state, Ten
6-12 Dollars ($10.00).
6-13 (14) [Maintaining the record of service of any
6-14 process, notice or demand upon the Secretary of State as agent for
6-15 foreign and domestic limited liability companies, Twenty-Five
6-16 Dollars ($25.00).]
6-17 [(15)] Filing any instrument pursuant to this act not
6-18 expressly provided for above, Ten Dollars ($10.00).
6-19 SECTION 4. Section 5.20(D), Texas Real Estate Investment
6-20 Trust Act (Article 6138A, Vernon's Texas Civil Statutes), is
6-21 amended to read as follows:
6-22 (D) The secretary of state shall collect for state use the
6-23 fee for maintaining a record of service of any process, notice, or
6-24 demand on the secretary of state as agent for any real estate
6-25 investment trust under this Section that is established by Section
6-26 405.031(a), Government Code [A(20), Article 10.01, Texas Business
6-27 Corporation Act].
7-1 SECTION 5. Section 17.091(e), Civil Practice and Remedies
7-2 Code, is amended to read as follows:
7-3 (e) Service of process on the secretary of state under this
7-4 section must be accompanied by the fee provided by Section
7-5 405.031(a), Government Code [A(20), Article 10.01, Texas Business
7-6 Corporation Act], for the maintenance by the secretary of state of
7-7 a record of the service of process.
7-8 SECTION 6. This Act takes effect September 1, 1997.
7-9 SECTION 7. The importance of this legislation and the
7-10 crowded condition of the calendars in both houses create an
7-11 emergency and an imperative public necessity that the
7-12 constitutional rule requiring bills to be read on three several
7-13 days in each house be suspended, and this rule is hereby suspended.