By: Ratliff S.B. No. 1838
A BILL TO BE ENTITLED
AN ACT
1-1 relating to fees charged for records filed with and maintained by
1-2 the secretary of state.
1-3 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
1-4 SECTION 1. Subsections (a) and (b), Section 405.031,
1-5 Government Code, are amended to read as follows:
1-6 (a) The secretary of state shall charge for the use of the
1-7 state the following:
1-8 (1) for each official certificate, a fee of $10; [and]
1-9 (2) for a certified copy of a record in the secretary
1-10 of state's office, a fee of $1 a page in addition to the fee for
1-11 the certificate;
1-12 (3) for preparing and furnishing for a corporation,
1-13 limited partnership, limited liability company, or registered
1-14 limited liability partnership a certificate of existence or
1-15 authorization that reflects any filing effecting changes to the
1-16 entity's organizational documents or certificate of registration or
1-17 authorization and the dates of those filings, a fee of $25; and
1-18 (4) for the maintenance by the secretary of state of a
1-19 record of the service of any process, notice, or demand authorized
1-20 to be made on the secretary of state as agent, and for forwarding
1-21 the process, notice, or demand, a fee of $40 per person or party
1-22 served through the secretary of state [and $5 for certification].
1-23 (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).
3-1 (7) Filing application for reservation of corporate
3-2 name and issuing a certificate therefor, Forty Dollars ($40.00).
3-3 (8) Filing notice of transfer of reserved corporate
3-4 name and issuing a certificate therefor, Fifteen Dollars ($15.00).
3-5 (9) Filing application for registration of corporate
3-6 name and issuing a certificate therefor, Seventy-Five Dollars
3-7 ($75.00).
3-8 (10) Filing application for renewal of registration of
3-9 corporate name and issuing a certificate therefor, Seventy-Five
3-10 Dollars ($75.00).
3-11 (11) Filing statement of change of registered office
3-12 or registered agent, or both, Fifteen Dollars ($15.00).
3-13 (12) Filing statement of change of address of
3-14 registered agent, Fifteen Dollars ($15.00); provided, however,
3-15 that the maximum fee for simultaneous filings by a registered agent
3-16 for more than one corporation shall not exceed Seven Hundred Fifty
3-17 Dollars ($750.00).
3-18 (13) Filing statement of resolution establishing
3-19 series of shares, Fifteen Dollars ($15.00).
3-20 (14) Filing statement of cancellation of redeemable
3-21 shares, Fifteen Dollars ($15.00).
3-22 (15) Filing statement of cancellation of re-acquired
3-23 shares, Fifteen Dollars ($15.00).
3-24 (16) Filing statement of reduction of stated capital,
3-25 Fifteen Dollars ($15.00).
4-1 (17) Filing articles of dissolution and issuing
4-2 certificate therefor, Forty Dollars ($40.00).
4-3 (18) Filing application for withdrawal and issuing
4-4 certificate therefor, Fifteen Dollars ($15.00).
4-5 (19) Filing certificate from home state that foreign
4-6 corporation is no longer in existence in said state, Fifteen
4-7 Dollars ($15.00).
4-8 (20) [Maintaining a record of service of any process,
4-9 notice or demand upon the Secretary of State as agent for foreign
4-10 and domestic corporations and for any foreign association, joint
4-11 stock company, partnership, or nonresident natural person, Forty
4-12 Dollars ($40.00).]
4-13 [(21)] Filing a bylaw or agreement restricting
4-14 transfer of shares or securities other than as an amendment to the
4-15 articles of incorporation, Fifteen Dollars ($15.00).
4-16 (21) [(22)] Filing any instrument pursuant to this Act
4-17 not expressly provided for above, Fifteen Dollars ($15.00).
4-18 (22) [(23)] Filing application for reinstatement of
4-19 corporate charter or certificate of authority following forfeiture
4-20 under the Tax Code, Seventy-Five Dollars ($75.00).
4-21 SECTION 3. Section A, Article 9.01, Texas Limited Liability
4-22 Company Act (Article 1528n, Vernon's Texas Civil Statutes), is
4-23 amended to read as follows:
4-24 A. The Secretary of State is authorized and required to
4-25 collect for the use of the State the following fees:
5-1 (1) Filing articles of organization of a domestic
5-2 limited liability company and issuing the certificate of
5-3 organization, Two Hundred Dollars ($200.00).
5-4 (2) Filing articles of amendment of a domestic limited
5-5 liability company and issuing the certificate of amendment, One
5-6 Hundred Dollars ($100.00).
5-7 (3) Filing articles of merger involving one or more
5-8 domestic or foreign limited liability companies:
5-9 (a) Two Hundred Dollars ($200.00), if another
5-10 type of domestic entity is not a party to the merger; or
5-11 (b) the greater of Two Hundred Dollars ($200.00)
5-12 or the highest filing fee for articles of merger under the
5-13 applicable Texas statute under which the other domestic entity or
5-14 entities are incorporated or organized, if another type of domestic
5-15 entity is party to the merger.
5-16 (4) Filing an application of a foreign limited
5-17 liability company for certificate of authority to transact business
5-18 in this state and issuing such a certificate of authority, Five
5-19 Hundred Dollars ($500.00).
5-20 (5) Filing an application of a foreign limited
5-21 liability company for an amended certificate of authority to
5-22 transact business in this state and issuing such an amended
5-23 certificate of authority, One Hundred Dollars ($100.00).
5-24 (6) Filing restated articles of organization of a
5-25 domestic limited liability company, Two Hundred Dollars ($200.00).
6-1 (7) Filing application for reservations of a limited
6-2 liability company name and issuing certificate thereof, Twenty-Five
6-3 Dollars ($25.00).
6-4 (8) Filing notice of transfer of reserved limited
6-5 liability company name and issuing a certificate therefor, Ten
6-6 Dollars ($10.00).
6-7 (9) Filing statement of change of registered office or
6-8 registered agent, or both, Ten Dollars ($10.00).
6-9 (10) Filing statement of change of address of
6-10 registered agent, Ten Dollars ($10.00); provided, however, that
6-11 the maximum fee for simultaneous filings by a registered agent for
6-12 more than one limited liability company shall not exceed Five
6-13 Hundred Dollars ($500.00).
6-14 (11) Filing articles of dissolution and issuing
6-15 certificate therefor, Twenty-Five Dollars ($25.00).
6-16 (12) Filing application for withdrawal and issuing
6-17 certificate therefor, Ten Dollars ($10.00).
6-18 (13) Filing certificate from home state that foreign
6-19 limited liability company is no longer existent in said state, Ten
6-20 Dollars ($10.00).
6-21 (14) [Maintaining the record of service of any
6-22 process, notice or demand upon the Secretary of State as agent for
6-23 foreign and domestic limited liability companies, Twenty-Five
6-24 Dollars ($25.00).]
6-25 [(15)] Filing any instrument pursuant to this act not
7-1 expressly provided for above, Ten Dollars ($10.00).
7-2 SECTION 4. Subsection (D), Section 5.20, Texas Real Estate
7-3 Investment Trust Act (Article 6138A, Vernon's Texas Civil
7-4 Statutes), is amended to read as follows:
7-5 (D) The secretary of state shall collect for state use the
7-6 fee for maintaining a record of service of any process, notice, or
7-7 demand on the secretary of state as agent for any real estate
7-8 investment trust under this Section that is established by Section
7-9 405.031(a), Government Code [A(20), Article 10.01, Texas Business
7-10 Corporation Act].
7-11 SECTION 5. Subsection (e), Section 17.091, Civil Practice
7-12 and Remedies Code, is amended to read as follows:
7-13 (e) Service of process on the secretary of state under this
7-14 section must be accompanied by the fee provided by Section
7-15 405.031(a), Government Code [A(20), Article 10.01, Texas Business
7-16 Corporation Act], for the maintenance by the secretary of state of
7-17 a record of the service of process.
7-18 SECTION 6. This Act takes effect September 1, 1997.
7-19 SECTION 7. The importance of this legislation and the
7-20 crowded condition of the calendars in both houses create an
7-21 emergency and an imperative public necessity that the
7-22 constitutional rule requiring bills to be read on three several
7-23 days in each house be suspended, and this rule is hereby suspended.