1-1 By: Shapiro S.B. No. 527
1-2 (In the Senate - Filed February 16, 1999; February 17, 1999,
1-3 read first time and referred to Committee on State Affairs;
1-4 March 15, 1999, reported favorably by the following vote: Yeas 8,
1-5 Nays 0; March 15, 1999, sent to printer.)
1-6 A BILL TO BE ENTITLED
1-7 AN ACT
1-8 relating to execution and filing of an assumed name certificate;
1-9 providing a penalty.
1-10 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
1-11 SECTION 1. Subsection (b), Section 36.11, Business &
1-12 Commerce Code, is amended to read as follows:
1-13 (b) A certificate filed in the office of the Secretary of
1-14 State under Subsection (a) of this section shall be executed [and
1-15 duly acknowledged] by an officer, general partner, member, manager,
1-16 representative, or attorney in fact for the corporation, limited
1-17 partnership, registered limited liability partnership, or limited
1-18 liability company. A certificate executed [and acknowledged] by an
1-19 attorney in fact shall include a statement that the attorney in
1-20 fact has been duly authorized in writing by his principal to
1-21 execute [and acknowledge] the same. A certificate filed in the
1-22 office of the county clerk under Subsection (a) of this section
1-23 shall be executed and acknowledged in the manner provided by
1-24 Section 36.10(b) of this code for a certificate filed under that
1-25 section.
1-26 SECTION 2. Section 36.13, Business & Commerce Code, is
1-27 amended to read as follows:
1-28 Sec. 36.13. DURATION AND RENEWAL OF CERTIFICATE[; RENEWAL;
1-29 TERMINATION OF EXISTING CERTIFICATES]. (a) A certificate filed
1-30 pursuant to this chapter in the office of the county clerk and of
1-31 the Secretary of State, if applicable, by any person conducting
1-32 business or rendering a professional service under an assumed name
1-33 in this state shall be effective for a term not to exceed 10 years
1-34 from the date the certificate is filed.
1-35 (b) At the end of the stated term, not to exceed 10 years,
1-36 the certificate shall become null and void and of no effect, unless
1-37 within six months prior to its expiration a renewal certificate
1-38 complying with the provisions of this chapter for an original
1-39 certificate shall be filed in the office of the county clerk and of
1-40 the Secretary of State, if applicable.
1-41 (c) A registrant may renew a certificate under this section
1-42 for any number of successive terms, but each such term shall not
1-43 exceed 10 years in duration.
1-44 [(d) Any assumed name certificate that has been filed
1-45 pursuant to Articles 5924 and 5924.1, Revised Civil Statutes of
1-46 Texas, 1925, prior to the effective date of this chapter, shall
1-47 become null and void after December 31, 1978, unless before that
1-48 date a new certificate complying with the requirements of this
1-49 chapter has been filed. A new certificate thus filed shall be
1-50 effective for a term not to exceed 10 years from the date it is
1-51 filed.]
1-52 [(e) The county clerk of each county shall notify in writing
1-53 each person that has conducted a business under an assumed name and
1-54 for which an assumed name certificate has been filed in the office
1-55 of that clerk pursuant to Articles 5924 and 5924.1, Revised Civil
1-56 Statutes of Texas, 1925, prior to the effective date of this
1-57 chapter, that under the provisions of Subsection (d) of this
1-58 section the certificate shall become null and void after December
1-59 31, 1978, unless a new certificate is filed that complies with the
1-60 provisions of this chapter. The written notice shall be effective
1-61 by being deposited with the United States Postal Service, addressed
1-62 to the name of the business at the office address given in the
1-63 certificate as last filed.]
1-64 SECTION 3. Subchapter B, Chapter 36, Business & Commerce
2-1 Code, is amended by adding Section 36.18 to read as follows:
2-2 Sec. 36.18. FILING OF REPRODUCTION. The Secretary of State
2-3 may accept for filing a photographic, photostatic, or similarly
2-4 reproduced copy of a signed original document required or
2-5 authorized to be filed in the office of the Secretary of State
2-6 under this chapter. A signature on a document required or
2-7 authorized to be filed in the office of the Secretary of State
2-8 under this chapter may be a facsimile.
2-9 SECTION 4. Section 36.26, Business & Commerce Code, is
2-10 amended to read as follows:
2-11 Sec. 36.26. CRIMINAL PENALTY--GENERAL VIOLATION. (a) A
2-12 person conducting business or rendering a professional service in
2-13 this state under an assumed name who intentionally violates a
2-14 provision of this chapter commits an offense.
2-15 (b) An offense under this section is a Class A misdemeanor
2-16 [is guilty of a misdemeanor and upon conviction shall be punished
2-17 by a fine not exceeding $2,000].
2-18 SECTION 5. Subchapter C, Chapter 36, Business & Commerce
2-19 Code, is amended by adding Section 36.27 to read as follows:
2-20 Sec. 36.27. CRIMINAL PENALTY--FRAUDULENT FILING. (a) A
2-21 person may not knowingly or intentionally sign and present for
2-22 filing or cause to be presented for filing a document authorized or
2-23 required to be filed under this chapter if the document:
2-24 (1) indicates that the person signing the document has
2-25 the authority to act on behalf of the entity for which the document
2-26 is presented and the person does not have that authority;
2-27 (2) contains a material false statement; or
2-28 (3) is forged.
2-29 (b) A person who violates Subsection (a) of this section
2-30 commits an offense. An offense under this subsection is punishable
2-31 as if it were an offense under Section 37.10, Penal Code.
2-32 SECTION 6. (a) The change in law made by this Act applies
2-33 only to an offense committed on or after the effective date of this
2-34 Act. For the purposes of this section, an offense is committed
2-35 before the effective date of this Act if any element of the offense
2-36 occurs before that date.
2-37 (b) An offense committed before the effective date of this
2-38 Act is governed by the law in effect when the offense was
2-39 committed, and the former law is continued in effect for that
2-40 purpose.
2-41 SECTION 7. This Act takes effect September 1, 1999.
2-42 SECTION 8. The importance of this legislation and the
2-43 crowded condition of the calendars in both houses create an
2-44 emergency and an imperative public necessity that the
2-45 constitutional rule requiring bills to be read on three several
2-46 days in each house be suspended, and this rule is hereby suspended.
2-47 * * * * *