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.
3-46 * * * * *