By Brimer H.B. No. 2348
76R8626 WP-D
A BILL TO BE ENTITLED
1-1 AN ACT
1-2 relating to reports and other business filings made with the
1-3 secretary of state; providing penalties.
1-4 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
1-5 SECTION 1. Part Ten, Texas Business Corporation Act, is
1-6 amended by adding Articles 10.04 through 10.11 to read as follows:
1-7 Art. 10.04. ANNUAL REPORT. A. In this article, "electronic
1-8 transmission" means the transmission of a record by electronic
1-9 means in accordance with the standards and format established by
1-10 the secretary of state for electronic filings. The term does not
1-11 include a paper record transmitted and received by facsimile
1-12 transmission.
1-13 B. Each domestic corporation and each foreign corporation
1-14 authorized to transact business in this state shall file an annual
1-15 report with the secretary of state on a form prescribed by the
1-16 secretary of state. The report must include:
1-17 (1) the name of the corporation and the state or
1-18 territory under the laws of which it is organized;
1-19 (2) the corporation's federal employer identification
1-20 number or, if the corporation does not have an employer
1-21 identification number, a statement of whether the corporation has
1-22 applied for an identification number;
1-23 (3) the address of the registered office of the
1-24 corporation in this state and the name of the registered agent at
2-1 that address;
2-2 (4) the address of the principal office of the
2-3 corporation;
2-4 (5) the mailing address of the corporation;
2-5 (6) the name of each subsidiary corporation or other
2-6 entity in which the corporation filing the report owns a 50 percent
2-7 or greater interest and the percentage owned by the corporation;
2-8 (7) the name of each parent corporation or other
2-9 entity that owns a 50 percent or greater interest in the
2-10 corporation filing the report; and
2-11 (8) the name, title, and mailing address of each
2-12 officer or director of the corporation.
2-13 C. The annual report must be filed with the secretary of
2-14 state not earlier than the 60th day before and not later than the
2-15 30th day after the anniversary of the date of the domestic
2-16 corporation's incorporation or foreign corporation's qualification
2-17 with the secretary of state.
2-18 D. An annual report must be signed by an authorized officer
2-19 or agent of the corporation under a certification that:
2-20 (1) the information contained in the report is current
2-21 as of the date of the execution of the report; and
2-22 (2) any reported change in the information required
2-23 under Section B(3) of this article has been authorized by all
2-24 action required by the laws under which the corporation was
2-25 incorporated.
2-26 E. The secretary of state shall:
2-27 (1) index the filing of any additional report received
3-1 by the secretary of state; and
3-2 (2) make the information contained in the report part
3-3 of the official record as provided by Article 10.05 of this Act.
3-4 F. The corporation shall send a copy of the report to each
3-5 person named in the report under Section B(8) of this article who
3-6 is not currently employed by the corporation or a related business
3-7 entity listed in Section B(6) or (7) of this article.
3-8 G. A corporation reporting a change of its registered office
3-9 or its registered agent under this article is not required to file
3-10 an amendment to its articles of incorporation or certificate of
3-11 authority or to a statement under Article 2.10 of this Act.
3-12 H. The fee for filing an annual report under this article
3-13 is:
3-14 (1) $5, for a filing by electronic transmission; or
3-15 (2) $15, for any other filing.
3-16 I. A corporation that does not file an annual report
3-17 complying with this article is subject to dissolution or revocation
3-18 of its certificate of authority to transact business as provided by
3-19 Article 10.08 of this Act.
3-20 J. The secretary of state is not required to accept an
3-21 annual report transmitted electronically if the transmission of the
3-22 report does not conform to the standards and format established by
3-23 the secretary of state.
3-24 Art. 10.05. ACTION BY SECRETARY OF STATE. A. The secretary
3-25 of state may furnish copies of the report form to be prepared and
3-26 filed as provided by Article 10.04 of this Act to each domestic or
3-27 foreign corporation authorized to transact business in this state.
4-1 The report forms must be mailed to the registered office address of
4-2 the corporation with a notice that the report is due.
4-3 B. The secretary of state's failure to furnish the report or
4-4 the notice under Section A of this article or the corporation's
4-5 failure to receive the report form or the notice does not:
4-6 (1) extend the time for filing the annual report; or
4-7 (2) excuse the corporation's failure to file the
4-8 annual report.
4-9 C. If the secretary of state finds that the report complies
4-10 with Article 10.04 of this Act, the secretary shall, when all
4-11 required fees have been paid:
4-12 (1) index the filing of the report in the
4-13 corporation's record; and
4-14 (2) update the secretary of state's records to
4-15 reflect:
4-16 (a) any address change reported for the
4-17 registered office or principal office; and
4-18 (b) a reported change in the name of the
4-19 registered agent or a corporate officer or director.
4-20 Art. 10.06. FAILURE TO FILE ANNUAL REPORT. A. A domestic
4-21 or foreign corporation that fails to file a report under Article
4-22 10.04 of this Act before the 30th day after the date on which the
4-23 report is due forfeits the corporation's right to transact business
4-24 in this state. A forfeiture under this article is without judicial
4-25 ascertainment.
4-26 B. When the right to transact business has been forfeited
4-27 under this article, the secretary of state shall note on the record
5-1 relating to the corporation maintained in the secretary's office:
5-2 (1) that the right to transact business has been
5-3 forfeited; and
5-4 (2) the date of forfeiture.
5-5 C. Notice of the forfeiture of the right to transact
5-6 business shall be mailed to the corporation at its registered
5-7 office.
5-8 D. Unless the right of the corporation to transact business
5-9 is revived in accordance with Article 10.07 of this Act:
5-10 (1) the corporation may not maintain an action, suit,
5-11 or proceeding in a court of this state; and
5-12 (2) a successor or assignee of the corporation may not
5-13 maintain an action, suit, or proceeding in a court of this state on
5-14 a right, claim, or demand arising from the transaction of business
5-15 by the corporation in this state.
5-16 E. The forfeiture of the right to transact business in this
5-17 state does not:
5-18 (1) impair the validity of a contract or act of the
5-19 corporation; or
5-20 (2) prevent the corporation from defending an action,
5-21 suit, or proceeding in a court of this state.
5-22 Art. 10.07. REVIVAL OF RIGHT TO TRANSACT BUSINESS. A. A
5-23 corporation that forfeits the right to transact business in this
5-24 state under Article 10.06 of this Act may revive its right to
5-25 transact business by filing the required report not later than the
5-26 120th day after the date of the mailing of the notice of forfeiture
5-27 under Article 10.06 of this Act accompanied by the filing fee for
6-1 the report and a late filing fee of $5 for each month, or
6-2 fractional part of a month, that has elapsed since the date of the
6-3 notice of forfeiture.
6-4 B. If a corporation complies with Section A of this article,
6-5 the secretary of state shall:
6-6 (1) revive the right of the corporation to transact
6-7 business in this state; and
6-8 (2) note the revival and the date of revival on the
6-9 record relating to the corporation maintained in the secretary's
6-10 office.
6-11 Art. 10.08. INVOLUNTARY DISSOLUTION OR REVOCATION OF
6-12 CERTIFICATE AFTER FORFEITURE. A. The secretary of state may
6-13 involuntarily dissolve a corporation or revoke the certificate of
6-14 authority of a foreign corporation that:
6-15 (1) forfeits its right to transact business in this
6-16 state under Article 10.06 of this Act; and
6-17 (2) fails to revive that right under Article 10.07 of
6-18 this Act.
6-19 B. Dissolution of the corporation or revocation of the
6-20 certificate of authority takes effect without judicial
6-21 ascertainment.
6-22 C. The secretary of state shall:
6-23 (1) note the dissolution or revocation and the date of
6-24 the dissolution or revocation on the record described by Section
6-25 B(2), Article 10.07, of this Act; and
6-26 (2) change the status of the corporation to inactive.
6-27 Art. 10.09. REINSTATEMENT AFTER DISSOLUTION OR REVOCATION.
7-1 A. A corporation that has been dissolved or has had its
7-2 certificate of authority revoked under Article 10.08 of this Act
7-3 may be reinstated by filing the report required by Article 10.04 of
7-4 this Act accompanied by:
7-5 (1) the filing fee required for the report under
7-6 Article 10.04 of this Act;
7-7 (2) a late filing fee of $25;
7-8 (3) a $50 filing fee for the reinstatement of the
7-9 corporation; and
7-10 (4) a letter of eligibility from the comptroller
7-11 stating that the corporation has satisfied all franchise tax
7-12 liabilities and may be reinstated.
7-13 B. If the corporation satisfies the requirements of Section
7-14 A of this article, the secretary of state shall:
7-15 (1) reinstate the corporation or certificate of
7-16 authority of the corporation without judicial ascertainment;
7-17 (2) change the status of the corporation to active;
7-18 and
7-19 (3) note the reinstatement on the record described by
7-20 Section B(2), Article 10.07, of this Act.
7-21 C. If the name of the corporation is not available at the
7-22 time of reinstatement, the secretary of state shall require the
7-23 corporation as a precondition to reinstatement to:
7-24 (1) file an amendment to the articles of
7-25 incorporation; or
7-26 (2) in the case of a foreign corporation, amend its
7-27 application to adopt an assumed name for use in this state.
8-1 Art. 10.10. DISCLAIMER OF STATUS. A. If a person's name is
8-2 included in a report under Section B(8), Article 10.04, of this Act
8-3 and the person is not an officer or director of the corporation on
8-4 the date the report is filed, the person may file with the
8-5 secretary of state a statement disclaiming the person's status as
8-6 shown on the report. The disclaimer shall be made on a form
8-7 prescribed by the secretary of state.
8-8 B. The secretary of state shall maintain a record of a
8-9 statement filed under this article in the corporation's record. A
8-10 filing under this article has no effect on any personal liability
8-11 imposed during the period the person was an officer or director.
8-12 Art. 10.11. FEES. The fees collected under Articles 10.04,
8-13 10.07, and 10.09 of this Act may be used by the secretary of state
8-14 only to defray the cost of administering Articles 10.04 through
8-15 10.10 of this Act.
8-16 SECTION 2. Part Nine, Texas Limited Liability Company Act
8-17 (Article 1528n, Vernon's Texas Civil Statutes), is amended by
8-18 adding Articles 9.04 through 9.11 to read as follows:
8-19 Art. 9.04. ANNUAL REPORT. A. In this article, "electronic
8-20 transmission" means the transmission of a record by electronic
8-21 means in accordance with the standards and format established by
8-22 the secretary of state for electronic filings. The term does not
8-23 include a paper record transmitted and received by facsimile
8-24 transmission.
8-25 B. Each domestic limited liability company and each foreign
8-26 limited liability company authorized to transact business in this
8-27 state shall file an annual report with the secretary of state on a
9-1 form prescribed by the secretary of state. The report must
9-2 include:
9-3 (1) the name of the limited liability company and the
9-4 state or territory under the laws of which it is organized;
9-5 (2) the limited liability company's federal employer
9-6 identification number or, if the company does not have an employer
9-7 identification number, a statement of whether the company has
9-8 applied for an identification number;
9-9 (3) the address of the registered office of the
9-10 limited liability company in this state and the name of the
9-11 registered agent at that address;
9-12 (4) the address of the principal office of the limited
9-13 liability company;
9-14 (5) the mailing address of the company;
9-15 (6) the name of each subsidiary limited liability
9-16 company or other entity in which the company filing the report owns
9-17 a 50 percent or greater interest and the percentage owned by the
9-18 company;
9-19 (7) the name of each parent limited liability company
9-20 or other entity that owns a 50 percent or greater interest in the
9-21 company filing the report; and
9-22 (8) the name, title, and mailing address of each
9-23 officer, manager, or managing member of the limited liability
9-24 company.
9-25 C. The annual report must be filed with the secretary of
9-26 state not earlier than the 60th day before and not later than the
9-27 30th day after the anniversary of the date of the domestic limited
10-1 liability company's organization or the foreign limited liability
10-2 company's qualification with the secretary of state.
10-3 D. An annual report must be signed by an authorized manager
10-4 or managing member of the limited liability company or an agent for
10-5 the company under a certification that:
10-6 (1) the information contained in the report is current
10-7 as of the date of the execution of the report; and
10-8 (2) any reported change in the information required
10-9 under Section B(3) of this article has been authorized by all
10-10 action required by the laws under which the limited liability
10-11 company was organized.
10-12 E. The secretary of state shall:
10-13 (1) index the filing of any additional report received
10-14 by the secretary of state; and
10-15 (2) make the information contained in the report part
10-16 of the official record as provided by Article 9.05 of this Act.
10-17 F. The limited liability company shall send a copy of the
10-18 report to each person named in the report under Section B(8) of
10-19 this article who is not currently employed by the limited liability
10-20 company or a related business entity listed in Section B(6) or (7)
10-21 of this article.
10-22 G. A limited liability company reporting a change of its
10-23 registered office or its registered agent under this article is not
10-24 required to file an amendment to the articles of organization or
10-25 certificate of authority or to a statement under Article 2.06 of
10-26 this Act.
10-27 H. The fee for filing an annual report under this article
11-1 is:
11-2 (1) $5 for a filing by electronic transmission; or
11-3 (2) $15 for any other filing.
11-4 I. A limited liability company that does not file an annual
11-5 report complying with this article is subject to dissolution or
11-6 revocation of its certificate of authority to transact business as
11-7 provided by Article 9.08 of this Act.
11-8 J. The secretary of state is not required to accept an
11-9 annual report transmitted electronically if the transmission of the
11-10 report does not conform to the standards and format established by
11-11 the secretary of state.
11-12 Art. 9.05. ACTION BY SECRETARY OF STATE. A. The secretary
11-13 of state may furnish copies of the report form to be prepared and
11-14 filed as provided by Article 9.04 of this Act to each domestic or
11-15 foreign limited liability company authorized to transact business
11-16 in this state. The report forms must be mailed to the registered
11-17 office address of the limited liability company with a notice that
11-18 the report is due.
11-19 B. The secretary of state's failure to furnish the report or
11-20 the notice under Section A of this article or the company's failure
11-21 to receive the report form or the notice does not:
11-22 (1) extend the time for filing the annual report; and
11-23 (2) excuse the corporation's failure to file the
11-24 annual report.
11-25 C. If the secretary of state finds that the report complies
11-26 with Article 9.04 of this Act, the secretary shall, when all
11-27 required fees have been paid:
12-1 (1) index the filing of the report in the limited
12-2 liability company's record; and
12-3 (2) update the secretary of state's records to
12-4 reflect:
12-5 (a) any address change reported for the
12-6 registered office or principal office; and
12-7 (b) a reported change in the name of the
12-8 registered agent or a company manager, member, or officer.
12-9 Art. 9.06. FAILURE TO FILE ANNUAL REPORT. A. A domestic or
12-10 foreign limited liability company that fails to file a report under
12-11 Article 9.04 of this Act before the 30th day after the date on
12-12 which the report is due forfeits the limited liability company's
12-13 right to transact business in this state. A forfeiture under this
12-14 article is without judicial ascertainment.
12-15 B. When the right to transact business has been forfeited
12-16 under this article, the secretary of state shall note on the record
12-17 relating to the limited liability company maintained in the
12-18 secretary's office:
12-19 (1) that the right to transact business has been
12-20 forfeited; and
12-21 (2) the date of forfeiture.
12-22 C. Notice of the forfeiture of the right to transact
12-23 business shall be mailed to the limited liability company at its
12-24 registered office.
12-25 D. Unless the right of the limited liability company to
12-26 transact business is revived in accordance with Article 9.07 of
12-27 this Act:
13-1 (1) the limited liability company may not maintain an
13-2 action, suit, or proceeding in a court of this state; and
13-3 (2) a successor or assignee of the company may not
13-4 maintain an action, suit, or proceeding in a court of this state on
13-5 a right, claim, or demand arising from the transaction of business
13-6 by the company in this state.
13-7 E. The forfeiture of the right to transact business in this
13-8 state does not:
13-9 (1) impair the validity of a contract or act of the
13-10 limited liability company; or
13-11 (2) prevent the limited liability company from
13-12 defending an action, suit, or proceeding in a court of this state.
13-13 Art. 9.07. REVIVAL OF RIGHT TO TRANSACT BUSINESS. A. A
13-14 limited liability company that forfeits the right to transact
13-15 business in this state under Article 9.06 of this Act may revive
13-16 its right to transact business by filing the required report not
13-17 later than the 120th day after the date of the mailing of the
13-18 notice of forfeiture under Article 9.06 of this Act, accompanied by
13-19 the filing fee for the report and a late filing fee of $5 for each
13-20 month, or fractional part of a month, that has elapsed since the
13-21 date of the notice of forfeiture.
13-22 B. If a limited liability company complies with Section A of
13-23 this article, the secretary of state shall:
13-24 (1) revive the right of the limited liability company
13-25 to transact business in this state; and
13-26 (2) note the revival and the date of revival on the
13-27 record relating to the limited liability company maintained in the
14-1 secretary's office.
14-2 Art. 9.08. INVOLUNTARY DISSOLUTION OR REVOCATION OF
14-3 CERTIFICATE AFTER FORFEITURE. A. The secretary of state may
14-4 involuntarily dissolve a limited liability company or revoke the
14-5 certificate of authority of a foreign limited liability company
14-6 that:
14-7 (1) forfeits its right to transact business in this
14-8 state under Article 9.06 of this Act; and
14-9 (2) fails to revive that right under Article 9.07 of
14-10 this Act.
14-11 B. Dissolution of the limited liability company or
14-12 revocation of the certificate of authority takes effect without
14-13 judicial ascertainment.
14-14 C. The secretary of state shall:
14-15 (1) note the dissolution or revocation and the date of
14-16 the dissolution or revocation on the record described by Section
14-17 B(2), Article 9.07, of this Act; and
14-18 (2) change the status of the company to inactive.
14-19 Art. 9.09. REINSTATEMENT AFTER DISSOLUTION OR REVOCATION.
14-20 A. A limited liability company that has been dissolved or has had
14-21 its certificate of authority revoked under Article 9.08 of this Act
14-22 may be reinstated by filing the report required by Article 9.04 of
14-23 this Act accompanied by:
14-24 (1) the filing fee required for the report under
14-25 Article 9.04 of this Act;
14-26 (2) a late filing fee of $25;
14-27 (3) a $50 filing fee for the reinstatement of the
15-1 limited liability company; and
15-2 (4) a letter of eligibility from the comptroller
15-3 stating that the company has satisfied all franchise tax
15-4 liabilities and may be reinstated.
15-5 B. If the limited liability company satisfies the
15-6 requirements of Section A of this article, the secretary of state
15-7 shall:
15-8 (1) reinstate the limited liability company or
15-9 certificate of authority of the company without judicial
15-10 ascertainment;
15-11 (2) change the status of the limited liability company
15-12 to active; and
15-13 (3) note the reinstatement on the record described by
15-14 Section B(2), Article 9.07, of this Act.
15-15 C. If the name of the limited liability company is not
15-16 available at the time of reinstatement, the secretary of state
15-17 shall require the company as a precondition to reinstatement to:
15-18 (1) file an amendment to the articles of organization;
15-19 or
15-20 (2) in the case of a foreign limited liability
15-21 company, amend its application to adopt an assumed name for use in
15-22 this state.
15-23 Art. 9.10. DISCLAIMER OF STATUS. A. If a person's name is
15-24 included in a report under Section B(8), Article 9.04, of this Act
15-25 and the person is not an officer, manager, or managing member of
15-26 the limited liability company on the date the report is filed, the
15-27 person may file with the secretary of state a statement disclaiming
16-1 the person's status as shown on the report. The disclaimer shall
16-2 be made on a form prescribed by the secretary of state.
16-3 B. The secretary of state shall maintain a record of a
16-4 statement filed under this article in the limited liability
16-5 company's record. A filing under this article has no effect on any
16-6 personal liability imposed during the period the person was a
16-7 manager or managing member.
16-8 Art. 9.11. FEES. The fees collected under Articles 9.04,
16-9 9.07, and 9.09 of this Act may be used by the secretary of state
16-10 only to defray the cost of administering Articles 9.04 through 9.10
16-11 of this Act.
16-12 SECTION 3. The Texas Professional Corporation Act (Article
16-13 1528e, Vernon's Texas Civil Statutes) is amended by adding Section
16-14 21 to read as follows:
16-15 Sec. 21. ANNUAL REPORT. (a) Each professional corporation
16-16 and each foreign professional legal corporation authorized to
16-17 transact business in this state shall file an annual report with
16-18 the secretary of state.
16-19 (b) The annual report must be filed with the secretary of
16-20 state not earlier than the 60th day before and not later than the
16-21 30th day after the anniversary of the date of the professional
16-22 corporation's incorporation or the foreign professional legal
16-23 corporation's qualification with the secretary of state.
16-24 (c) Articles 10.04-10.11, the Texas Business Corporation
16-25 Act, apply to an annual report filed under this section.
16-26 SECTION 4. Section 171.207, Tax Code, is amended to read as
16-27 follows:
17-1 Sec. 171.207. INFORMATION NOT CONFIDENTIAL. The following
17-2 information is not confidential and shall be made open to public
17-3 inspection:
17-4 (1) information contained in a document filed under
17-5 this chapter with a county clerk as notice of a tax lien; and
17-6 (2) information contained in a public information
17-7 report filed with the comptroller under this chapter before January
17-8 1, 2001 [report required by Section 171.203 of this code].
17-9 SECTION 5. Section 171.203, Tax Code, is repealed.
17-10 SECTION 6. This Act takes effect January 1, 2001.
17-11 SECTION 7. The importance of this legislation and the
17-12 crowded condition of the calendars in both houses create an
17-13 emergency and an imperative public necessity that the
17-14 constitutional rule requiring bills to be read on three several
17-15 days in each house be suspended, and this rule is hereby suspended.