SRC-DPW H.B. 1351 76(R)BILL ANALYSIS


Senate Research CenterH.B. 1351
76R5768 DWS-FBy: Woolley (Shapiro)
State Affairs
5/4/1999
Engrossed


DIGEST 

Currently, Texas law requires corporations, limited partnerships, and
limited liability partnerships, or limited liability companies which use an
assumed name, to file a certificate with the secretary of state or a county
clerk of the proper county.  The certificate must be executed and
acknowledged by an officer, general manager, member, representative, or
attorney in fact, regardless of where the certificate is filed.  Deleting
the requirement of acknowledgment may result in more efficient review and
processing of certificates and greater consistency in all documents filed
with the secretary of state. However, county officials have expressed
concern over the removal of the notarization requirement. This bill would
make a distinction between certificates filed in the office of the
secretary of state and those filed in a county clerk's office by
prescribing two distinct procedures, allowing the secretary of state to
accept reproduced copies of signed original documents, and creating an
offense for the submission of false or fraudulent documents.   

PURPOSE

As proposed, H.B. 1351 sets forth guidelines for the execution and filing
of assumed name certificates and provides penalties for violations of this
Act. 

RULEMAKING AUTHORITY

This bill does not grant any additional rulemaking authority to a state
officer, institution, or agency. 

SECTION BY SECTION ANALYSIS

SECTION 1.  Amends Section 36.11(b), Business & Commerce Code, to require a
certificate filed in the office of the Secretary of State to be executed by
certain persons, rather than duly acknowledged. Requires a certificate
filed in the office of the county clerk to be executed and acknowledged in
the manner provided by Section 36.10(b) of this code. 

SECTION 2. Amends Section 36.13, Business & Commerce Code, as follows:

Sec. 36.13. New heading: DURATION AND RENEWAL OF CERTIFICATE.  Deletes a
provision regarding an assumed name certificate.  Deletes a provision
requiring a county clerk to notify certain persons.   

SECTION 3. Amends Chapter 36B, Business & Commerce Code, by adding Section
36.18, as follows: 

Sec. 36.18. FILING OF REPRODUCTION. Authorizes the secretary of state to
accept a photographic, photostatic, or similarly reproduced copy of a
signed original document required or authorized to be filed in the office
of the secretary of state.  Authorizes a signature on a document to be
filed with the secretary of state to be a facsimile. 

SECTION 4. Amends Section 36.26, Business & Commerce Code, as follows:

Sec. 36.26. New heading: CRIMINAL PENALTY -- GENERAL VIOLATION. Provides
that a person who conducts business or renders a professional service under
an assumed name and intentionally violates a provision of this chapter
commits an offense.  Provides that an offense under this section is a Class
A misdemeanor.  Deletes text regarding a penalty for violating provisions
of this chapter. 

 SECTION 5. Amends Chapter 36C, Business & Commerce Code, by adding Section
36.27, as follows: 

Sec. 36.27. CRIMINAL PENALTY -- FRAUDULENT FILING. Prohibits a person from
knowingly or intentionally signing and presenting for filing a document
that falsely grants authority to a person signing the document, contains
material false statements, or is forged. Provides that a person who
violates Subsection (a) commits an offense, punishable under Section 37.10,
Penal Code. 

SECTION 6. Makes application of this Act prospective.

SECTION 7. Effective date: September 1, 1999.

SECTION 8. Emergency clause.