1-1 By: Woolley (Senate Sponsor - Shapiro) H.B. No. 1351
1-2 (In the Senate - Received from the House March 29, 1999;
1-3 March 30, 1999, read first time and referred to Committee on State
1-4 Affairs; April 29, 1999, rereferred to Committee on Administration;
1-5 May 6, 1999, reported favorably by the following vote: Yeas 4,
1-6 Nays 0; May 6, 1999, sent to printer.)
1-7 A BILL TO BE ENTITLED
1-8 AN ACT
1-9 relating to execution and filing of an assumed name certificate;
1-10 providing a penalty.
1-11 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
1-12 SECTION 1. Section 36.11(b), Business & Commerce Code, is
1-13 amended to read as follows:
1-14 (b) A certificate filed in the office of the Secretary of
1-15 State under Subsection (a) of this section shall be executed [and
1-16 duly acknowledged] by an officer, general partner, member,
1-17 manager, representative, or attorney in fact for the corporation,
1-18 limited partnership, registered limited liability partnership, or
1-19 limited liability company. A certificate executed [and
1-20 acknowledged] by an attorney in fact shall include a statement that
1-21 the attorney in fact has been duly authorized in writing by his
1-22 principal to execute [and acknowledge] the same. A certificate
1-23 filed in the office of the county clerk under Subsection (a) of
1-24 this section shall be executed and acknowledged in the manner
1-25 provided by Section 36.10(b) of this code for a certificate filed
1-26 under that section.
1-27 SECTION 2. Section 36.13, Business & Commerce Code, is
1-28 amended to read as follows:
1-29 Sec. 36.13. DURATION AND RENEWAL OF CERTIFICATE[; RENEWAL;
1-30 TERMINATION OF EXISTING CERTIFICATES]. (a) A certificate filed
1-31 pursuant to this chapter in the office of the county clerk and of
1-32 the Secretary of State, if applicable, by any person conducting
1-33 business or rendering a professional service under an assumed name
1-34 in this state shall be effective for a term not to exceed 10 years
1-35 from the date the certificate is filed.
1-36 (b) At the end of the stated term, not to exceed 10 years,
1-37 the certificate shall become null and void and of no effect, unless
1-38 within six months prior to its expiration a renewal certificate
1-39 complying with the provisions of this chapter for an original
1-40 certificate shall be filed in the office of the county clerk and of
1-41 the Secretary of State, if applicable.
1-42 (c) A registrant may renew a certificate under this section
1-43 for any number of successive terms, but each such term shall not
1-44 exceed 10 years in duration.
1-45 [(d) Any assumed name certificate that has been filed
1-46 pursuant to Articles 5924 and 5924.1, Revised Civil Statutes of
1-47 Texas, 1925, prior to the effective date of this chapter, shall
1-48 become null and void after December 31, 1978, unless before that
1-49 date a new certificate complying with the requirements of this
1-50 chapter has been filed. A new certificate thus filed shall be
1-51 effective for a term not to exceed 10 years from the date it is
1-52 filed.]
1-53 [(e) The county clerk of each county shall notify in writing
1-54 each person that has conducted a business under an assumed name and
1-55 for which an assumed name certificate has been filed in the office
1-56 of that clerk pursuant to Articles 5924 and 5924.1, Revised Civil
1-57 Statutes of Texas, 1925, prior to the effective date of this
1-58 chapter, that under the provisions of Subsection (d) of this
1-59 section the certificate shall become null and void after December
1-60 31, 1978, unless a new certificate is filed that complies with the
1-61 provisions of this chapter. The written notice shall be effective
1-62 by being deposited with the United States Postal Service, addressed
1-63 to the name of the business at the office address given in the
1-64 certificate as last filed.]
2-1 SECTION 3. Subchapter B, Chapter 36, Business & Commerce
2-2 Code, is amended by adding Section 36.18 to read as follows:
2-3 Sec. 36.18. FILING OF REPRODUCTION. The Secretary of State
2-4 may accept for filing a photographic, photostatic, or similarly
2-5 reproduced copy of a signed original document required or
2-6 authorized to be filed in the office of the Secretary of State
2-7 under this chapter. A signature on a document required or
2-8 authorized to be filed in the office of the Secretary of State
2-9 under this chapter may be a facsimile.
2-10 SECTION 4. Section 36.26, Business & Commerce Code, is
2-11 amended to read as follows:
2-12 Sec. 36.26. CRIMINAL PENALTY--GENERAL VIOLATION. (a) A
2-13 person conducting business or rendering a professional service in
2-14 this state under an assumed name who intentionally violates a
2-15 provision of this chapter commits an offense.
2-16 (b) An offense under this section is a Class A misdemeanor
2-17 [is guilty of a misdemeanor and upon conviction shall be punished
2-18 by a fine not exceeding $2,000].
2-19 SECTION 5. Subchapter C, Chapter 36, Business & Commerce
2-20 Code, is amended by adding Section 36.27 to read as follows:
2-21 Sec. 36.27. CRIMINAL PENALTY--FRAUDULENT FILING. (a) A
2-22 person may not knowingly or intentionally sign and present for
2-23 filing or cause to be presented for filing a document authorized or
2-24 required to be filed under this chapter if the document:
2-25 (1) indicates that the person signing the document has
2-26 the authority to act on behalf of the entity for which the document
2-27 is presented and the person does not have that authority;
2-28 (2) contains a material false statement; or
2-29 (3) is forged.
2-30 (b) A person who violates Subsection (a) of this section
2-31 commits an offense. An offense under this subsection is punishable
2-32 as if it were an offense under Section 37.10, Penal Code.
2-33 SECTION 6. (a) The change in law made by this Act applies
2-34 only to an offense committed on or after the effective date of this
2-35 Act. For the purposes of this section, an offense is committed
2-36 before the effective date of this Act if any element of the offense
2-37 occurs before that date.
2-38 (b) An offense committed before the effective date of this
2-39 Act is governed by the law in effect when the offense was
2-40 committed, and the former law is continued in effect for that
2-41 purpose.
2-42 SECTION 7. This Act takes effect September 1, 1999.
2-43 SECTION 8. The importance of this legislation and the
2-44 crowded condition of the calendars in both houses create an
2-45 emergency and an imperative public necessity that the
2-46 constitutional rule requiring bills to be read on three several
2-47 days in each house be suspended, and this rule is hereby suspended.
2-48 * * * * *