1-1     By:  Ratliff                                          S.B. No. 1838

 1-2           (In the Senate - Filed March 14, 1997; March 24, 1997, read

 1-3     first time and referred to Committee on Finance; April 8, 1997,

 1-4     reported favorably by the following vote:  Yeas 10, Nays 0;

 1-5     April 8, 1997, sent to printer.)

 1-6                            A BILL TO BE ENTITLED

 1-7                                   AN ACT

 1-8     relating to fees charged for records filed with and maintained by

 1-9     the secretary of state.

1-10           BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:

1-11           SECTION 1.  Subsections (a) and (b), Section 405.031,

1-12     Government Code, are amended to read as follows:

1-13           (a)  The secretary of state shall charge for the use of the

1-14     state the following:

1-15                 (1)  for each official certificate, a fee of $10; [and]

1-16                 (2)  for a certified copy of a record in the secretary

1-17     of state's office, a fee of $1 a page in addition to the fee for

1-18     the certificate;

1-19                 (3)  for preparing and furnishing for a corporation,

1-20     limited partnership, limited liability company, or registered

1-21     limited liability partnership a certificate of existence or

1-22     authorization that reflects any filing effecting changes to the

1-23     entity's organizational documents or certificate of registration or

1-24     authorization and the dates of those filings, a fee of $25; and

1-25                 (4)  for the maintenance by the secretary of state of a

1-26     record of the service of any process, notice, or demand authorized

1-27     to be made on the secretary of state as agent, and for forwarding

1-28     the process, notice, or demand, a fee of $40 per person or party

1-29     served through the secretary of state [and $5 for certification].

1-30           (b)  The secretary of state may charge a fee of $5 [$2] for a

1-31     search of records in the secretary of state's office if written

1-32     evidence of the search is required.

1-33           SECTION 2.  Section A, Article 10.01, Texas Business

1-34     Corporation Act, is amended to read as follows:

1-35           A.  The Secretary of State is authorized and required to

1-36     collect for the use of the State the following fees:

1-37                 (1)  Filing articles of incorporation of a domestic

1-38     corporation and issuing a certificate of incorporation, Three

1-39     Hundred Dollars ($300.00).

1-40                 (2)  Filing articles of amendment of a domestic

1-41     corporation and issuing a certificate of amendment, One Hundred

1-42     Fifty Dollars ($150.00).

1-43                 (3)  Filing articles of merger [or consolidation],

1-44     whether the surviving or new corporation be a domestic or foreign

1-45     corporation, Three Hundred Dollars ($300.00).

1-46                 (4)  Filing an application of a foreign corporation for

1-47     a certificate of authority to transact business in this State and

1-48     issuing such a certificate of authority, Seven Hundred Fifty

1-49     Dollars ($750.00).

1-50                 (5)  Filing an application of a foreign corporation for

1-51     an amended certificate of authority to transact business in this

1-52     State and issuing such an amended certificate of authority, One

1-53     Hundred Fifty Dollars ($150.00).

1-54                 (6)  Filing restated articles of incorporation of a

1-55     domestic corporation, Three Hundred Dollars ($300.00).

1-56                 (7)  Filing application for reservation of corporate

1-57     name and issuing a certificate therefor, Forty Dollars ($40.00).

1-58                 (8)  Filing notice of transfer of reserved corporate

1-59     name and issuing a certificate therefor, Fifteen Dollars ($15.00).

1-60                 (9)  Filing application for registration of corporate

1-61     name and issuing a certificate therefor, Seventy-Five Dollars

1-62     ($75.00).

1-63                 (10)  Filing application for renewal of registration of

1-64     corporate name and issuing a certificate therefor, Seventy-Five

 2-1     Dollars ($75.00).

 2-2                 (11)  Filing statement of change of registered office

 2-3     or registered agent, or both, Fifteen Dollars ($15.00).

 2-4                 (12)  Filing statement of change of address of

 2-5     registered agent, Fifteen Dollars ($15.00);  provided, however,

 2-6     that the maximum fee for simultaneous filings by a registered agent

 2-7     for more than one corporation shall not exceed Seven Hundred Fifty

 2-8     Dollars ($750.00).

 2-9                 (13)  Filing statement of resolution establishing

2-10     series of shares, Fifteen Dollars ($15.00).

2-11                 (14)  Filing statement of cancellation of redeemable

2-12     shares, Fifteen Dollars ($15.00).

2-13                 (15)  Filing statement of cancellation of re-acquired

2-14     shares, Fifteen Dollars ($15.00).

2-15                 (16)  Filing statement of reduction of stated capital,

2-16     Fifteen Dollars ($15.00).

2-17                 (17)  Filing articles of dissolution and issuing

2-18     certificate therefor, Forty Dollars ($40.00).

2-19                 (18)  Filing application for withdrawal and issuing

2-20     certificate therefor, Fifteen Dollars ($15.00).

2-21                 (19)  Filing certificate from home state that foreign

2-22     corporation is no longer in existence in said state, Fifteen

2-23     Dollars ($15.00).

2-24                 (20)  [Maintaining a record of service of any process,

2-25     notice or demand upon the Secretary of State as agent for foreign

2-26     and domestic corporations and for any foreign association, joint

2-27     stock company, partnership, or nonresident natural person, Forty

2-28     Dollars ($40.00).]

2-29                 [(21)]  Filing a bylaw or agreement restricting

2-30     transfer of shares or securities other than as an amendment to the

2-31     articles of incorporation, Fifteen Dollars ($15.00).

2-32                 (21) [(22)]  Filing any instrument pursuant to this Act

2-33     not expressly provided for above, Fifteen Dollars ($15.00).

2-34                 (22) [(23)]  Filing application for reinstatement of

2-35     corporate charter or certificate of authority following forfeiture

2-36     under the Tax Code, Seventy-Five Dollars ($75.00).

2-37           SECTION 3.  Section A, Article 9.01, Texas Limited Liability

2-38     Company Act (Article 1528n, Vernon's Texas Civil Statutes), is

2-39     amended to read as follows:

2-40           A.  The Secretary of State is authorized and required to

2-41     collect for the use of the State the following fees:

2-42                 (1)  Filing articles of organization of a domestic

2-43     limited liability company and issuing the certificate of

2-44     organization, Two Hundred Dollars ($200.00).

2-45                 (2)  Filing articles of amendment of a domestic limited

2-46     liability company and issuing the certificate of amendment, One

2-47     Hundred Dollars ($100.00).

2-48                 (3)  Filing articles of merger involving one or more

2-49     domestic or foreign limited liability companies:

2-50                       (a)  Two Hundred Dollars ($200.00), if another

2-51     type of domestic entity is not a party to the merger; or

2-52                       (b)  the greater of Two Hundred Dollars ($200.00)

2-53     or the highest filing fee for articles of merger under the

2-54     applicable Texas statute under which the other domestic entity or

2-55     entities are incorporated or organized, if another type of domestic

2-56     entity is party to the merger.

2-57                 (4)  Filing an application of a foreign limited

2-58     liability company for certificate of authority to transact business

2-59     in this state and issuing such a certificate of authority, Five

2-60     Hundred Dollars ($500.00).

2-61                 (5)  Filing an application of a foreign limited

2-62     liability company for an amended certificate of authority to

2-63     transact business in this state and issuing such an amended

2-64     certificate of authority, One Hundred Dollars ($100.00).

2-65                 (6)  Filing restated articles of organization of a

2-66     domestic limited liability company, Two Hundred Dollars ($200.00).

2-67                 (7)  Filing application for reservations of a limited

2-68     liability company name and issuing certificate thereof, Twenty-Five

2-69     Dollars ($25.00).

 3-1                 (8)  Filing notice of transfer of reserved limited

 3-2     liability company name and issuing a certificate therefor, Ten

 3-3     Dollars ($10.00).

 3-4                 (9)  Filing statement of change of registered office or

 3-5     registered agent, or both, Ten Dollars ($10.00).

 3-6                 (10)  Filing statement of change of address of

 3-7     registered agent, Ten Dollars ($10.00);  provided, however, that

 3-8     the maximum fee for simultaneous filings by a registered agent for

 3-9     more than one limited liability company shall not exceed Five

3-10     Hundred Dollars ($500.00).

3-11                 (11)  Filing articles of dissolution and issuing

3-12     certificate therefor, Twenty-Five Dollars ($25.00).

3-13                 (12)  Filing application for withdrawal and issuing

3-14     certificate therefor, Ten Dollars ($10.00).

3-15                 (13)  Filing certificate from home state that foreign

3-16     limited liability company is no longer existent in said state, Ten

3-17     Dollars ($10.00).

3-18                 (14)  [Maintaining the record of service of any

3-19     process, notice or demand upon the Secretary of State as agent for

3-20     foreign and domestic limited liability companies, Twenty-Five

3-21     Dollars ($25.00).]

3-22                 [(15)]  Filing any instrument pursuant to this act not

3-23     expressly provided for above, Ten Dollars ($10.00).

3-24           SECTION 4.  Subsection (D), Section 5.20, Texas Real Estate

3-25     Investment Trust Act (Article 6138A, Vernon's Texas Civil

3-26     Statutes), is amended to read as follows:

3-27           (D)  The secretary of state shall collect for state use the

3-28     fee for maintaining a record of service of any process, notice, or

3-29     demand on the secretary of state as agent for any real estate

3-30     investment trust under this Section that is established by Section

3-31     405.031(a), Government Code [A(20), Article 10.01, Texas Business

3-32     Corporation Act].

3-33           SECTION 5.  Subsection (e), Section 17.091, Civil Practice

3-34     and Remedies Code, is amended to read as follows:

3-35           (e)  Service of process on the secretary of state under this

3-36     section must be accompanied by the fee provided by Section

3-37     405.031(a), Government Code [A(20), Article 10.01, Texas Business

3-38     Corporation Act], for the maintenance by the secretary of state of

3-39     a record of the service of process.

3-40           SECTION 6.  This Act takes effect September 1, 1997.

3-41           SECTION 7.  The importance of this legislation and the

3-42     crowded condition of the calendars in both houses create an

3-43     emergency and an imperative public necessity that the

3-44     constitutional rule requiring bills to be read on three several

3-45     days in each house be suspended, and this rule is hereby suspended.

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