1-1 AN ACT
1-2 relating to filings made with the secretary of state by business
1-3 organizations; providing penalties.
1-4 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
1-5 SECTION 1. Article 2.04, Texas Limited Liability Company Act
1-6 (Article 1528n, Vernon's Texas Civil Statutes), is amended by
1-7 adding Section D to read as follows:
1-8 D. Any person for whom a specified company name has been
1-9 reserved pursuant to Section B of this article may, during the
1-10 period for which such name is reserved, terminate such reservation
1-11 by filing with the Secretary of State an application for
1-12 cancellation of reservation of company name, together with the
1-13 applicable fee.
1-14 SECTION 2. Section B, Article 3.06, Texas Limited Liability
1-15 Company Act (Article 1528n, Vernon's Texas Civil Statutes), is
1-16 amended to read as follows:
1-17 B. The articles of amendment shall set forth:
1-18 (1) The name of the limited liability company.
1-19 (2) If the amendment alters any provision of the
1-20 original or amended articles of organization an identification by
1-21 reference or description of the altered provision and a statement
1-22 of its text as it is amended to read. If the amendment is an
1-23 addition to the original or amended articles of organization a
1-24 statement of that fact and the text of each provision added.
1-25 (3) A statement that the amendment was approved in
2-1 accordance with Section [D or] G or H of Article 2.23 of this Act
2-2 or as otherwise provided in the articles of organization or
2-3 regulations and the date of the approval.
2-4 SECTION 3. Section D, Article 3.09, Texas Limited Liability
2-5 Company Act (Article 1528n, Vernon's Texas Civil Statutes), is
2-6 amended to read as follows:
2-7 D. Restated articles of organization must be executed on
2-8 behalf of the limited liability company by an authorized manager or
2-9 member unless capital has not been paid into the limited liability
2-10 company and the restated articles of organization have been adopted
2-11 by action of a majority of the initial managers or a majority of
2-12 the initial members named in the articles of organization as
2-13 provided by Article 2.23 of this Act [the organizer], in which case
2-14 the restated articles of organization may be executed on behalf of
2-15 the limited liability company by a majority of the persons adopting
2-16 such restated articles [the organizer]. The original and a copy of
2-17 the restated articles of organization shall be delivered to the
2-18 Secretary of State. If the Secretary of State finds that the
2-19 restated articles of organization conform to law, and the
2-20 appropriate filing fee is paid as required by law, the Secretary of
2-21 State shall:
2-22 (1) endorse on the original and the copy the word
2-23 "Filed" and the month, day, and year of filing;
2-24 (2) file the original in the Secretary of State's
2-25 office; and
2-26 (3) issue a restated certificate of organization and
3-1 affix the copy to the restated certificate of organization.
3-2 SECTION 4. Section A, Article 6.07, Texas Limited Liability
3-3 Company Act (Article 1528n, Vernon's Texas Civil Statutes), is
3-4 amended to read as follows:
3-5 A. If voluntary dissolution proceedings have not been
3-6 revoked, then, when all liabilities and obligations of the limited
3-7 liability company have been paid or discharged, or adequate
3-8 provision has been made therefor, or in case its property and
3-9 assets are not sufficient to satisfy and discharge all the limited
3-10 liability company's liabilities and obligations, then when all the
3-11 property and assets have been applied so far as they will go to the
3-12 just and equitable payment of the limited liability company's
3-13 liabilities and obligations, and all of the remaining property and
3-14 assets of the limited liability have been distributed to its
3-15 members according to their respective rights and interest, articles
3-16 of dissolution shall be executed on behalf of the limited liability
3-17 company by a manager or authorized member, or in accordance with
3-18 Section G, Article 2.23, of this Act [the case of a dissolution by
3-19 action of the organizer of the limited liability company, by the
3-20 organizer], which shall set forth:
3-21 (1) The name of the limited liability company.
3-22 (2) The names and respective addresses of its
3-23 managers, if any.
3-24 (3) That all debts, obligations, and liabilities of
3-25 the limited liability company have been paid or discharged or that
3-26 adequate provision has been made therefor, or, in case the limited
4-1 liability company's property and assets were not sufficient to
4-2 satisfy and discharge all its debts, liabilities, and obligations,
4-3 that all property and assets have been applied so far as they will
4-4 go to the payment thereof in a just and equitable manner and that
4-5 no property or assets remain available for distribution among its
4-6 members, or, that the limited liability company has not acquired
4-7 any debts, obligations, or liabilities.
4-8 (4) That all remaining property and assets of the
4-9 limited liability company have been distributed among its members
4-10 in accordance with their respective rights and interest or that no
4-11 property remained for distribution to members after applying it as
4-12 far as it would go to the just and equitable payment of the debts,
4-13 liabilities, and obligations of the limited liability company, or
4-14 that the limited liability company has not acquired any property or
4-15 assets and therefore distributions to members were not required.
4-16 (5) If capital has not been paid into the limited
4-17 liability company, [a copy of the resolution to dissolve, together
4-18 with] a statement that the resolution was adopted by the act of a
4-19 majority of the initial managers or a majority of the initial
4-20 members named in the articles of organization in accordance with
4-21 Section G, Article 2.23, of this Act [the organizer or the managers
4-22 of the limited liability company] and of the date of adoption.
4-23 (6) If the limited liability company elected to
4-24 dissolve by action of its members, [a copy of the resolution to
4-25 dissolve, together with] a statement that the resolution was
4-26 adopted in accordance with Section D, Article 2.23, of this Act or
5-1 as otherwise provided in the articles of incorporation or the
5-2 regulations and the date of adoption.
5-3 SECTION 5. Section E, Article 7.11, Texas Limited Liability
5-4 Company Act (Article 1528n, Vernon's Texas Civil Statutes), is
5-5 amended to read as follows:
5-6 E. Any foreign limited liability company whose certificate
5-7 of authority has been revoked by the Secretary of State under the
5-8 provisions of Section B of this article may be reinstated by the
5-9 Secretary of State at any time within a period of 36 [24] months
5-10 from the date of revocation, upon approval of an application for
5-11 reinstatement signed by a manager or member of the foreign limited
5-12 liability company. Such application shall be filed by the
5-13 Secretary of State whenever it is established to the Secretary of
5-14 State's satisfaction that in fact there was no cause for the
5-15 revocation, or whenever the neglect, omission or delinquency
5-16 resulting in revocation has been corrected and payment made of all
5-17 fees, taxes, penalties and interest due thereon which accrued
5-18 before the revocation plus an amount equal to the total taxes from
5-19 the date of revocation to the date of reinstatement which would
5-20 have been payable had the foreign limited liability company
5-21 certificate not been revoked. A reinstatement filing fee of $50
5-22 shall accompany the application for reinstatement.
5-23 Reinstatement shall not be authorized if the foreign limited
5-24 liability company name is the same as or deceptively similar to a
5-25 foreign limited liability company, corporation or limited
5-26 partnership name already on file or reserved or registered, unless
6-1 the foreign limited liability company being reinstated
6-2 contemporaneously amends its certificate of authority to change its
6-3 name.
6-4 When the application for reinstatement is approved and filed
6-5 by the Secretary of State, the foreign limited liability company's
6-6 authority to do business in Texas shall be deemed to have continued
6-7 without interruption from the date of revocation, except that
6-8 reinstatement shall have no effect upon any issue of personal
6-9 liability of the manager or member, or agents of the foreign
6-10 limited liability company during the period between revocation and
6-11 reinstatement.
6-12 SECTION 6. Section A, Article 10.03, Texas Limited Liability
6-13 Company Act (Article 1528n, Vernon's Texas Civil Statutes), is
6-14 amended to read as follows:
6-15 A. After a plan of merger has been approved by each of the
6-16 limited liability companies or other entities that is a party to
6-17 the plan of merger, articles of merger shall be executed on behalf
6-18 of each domestic limited liability company that is a party to the
6-19 plan of merger by at least one member, manager, officer, or other
6-20 agent or representative of the limited liability company who is
6-21 authorized to execute articles of merger by the articles of
6-22 organization or regulations or shall be approved by authorizing
6-23 resolutions adopted by the act of the members. At least one
6-24 authorized representative of each other foreign limited liability
6-25 company or other entity that is a party to the plan of merger shall
6-26 also execute the articles of merger. The articles of merger must
7-1 include:
7-2 (1) the plan of merger or statement certifying the
7-3 following:
7-4 (a) the name and state of incorporation or
7-5 organization of each domestic or foreign limited liability company
7-6 or other entity that is a party to the plan of merger or that is to
7-7 be created thereby;
7-8 (b) that a plan of merger has been approved;
7-9 (c) such amendments or changes in the articles
7-10 of organization of each domestic surviving limited liability
7-11 company, or if no such amendments are desired to be effected by the
7-12 merger, a statement to that effect;
7-13 (d) that the articles of organization of each
7-14 new domestic limited liability company to be created pursuant to
7-15 the terms of the plan of merger are being filed with the Secretary
7-16 of State with the articles of merger;
7-17 (e) that an executed plan of merger is on file
7-18 at the principal place of business of each surviving or new
7-19 domestic or foreign limited liability company or other entity,
7-20 stating the address thereof; and
7-21 (f) that a copy of the plan of merger will be
7-22 furnished by each surviving or new domestic or foreign limited
7-23 liability company or other entity, on written request and without
7-24 cost, to any member of each domestic limited liability company that
7-25 is a party to or created by the plan of merger and, in the case of
7-26 a merger with multiple surviving domestic or foreign limited
8-1 liability companies or other entities, to any creditor or obligee
8-2 of the parties to the merger at the time of the merger if such
8-3 obligation is then outstanding; and
8-4 (2) as to each domestic or foreign limited liability
8-5 company or other entity that is a party to the plan of merger, a
8-6 statement that the plan of merger was authorized by all action
8-7 required by the laws under which it was formed or organized or by
8-8 its constituent documents.
8-9 SECTION 7. Section A, Article 11.01, Texas Limited Liability
8-10 Company Act (Article 1528n, Vernon's Texas Civil Statutes), as
8-11 amended by Chapters 813 and 1245, Acts of the 76th Legislature,
8-12 Regular Session, 1999, is amended to read as follows:
8-13 A. (1) One or more persons may organize a professional
8-14 limited liability company by filing articles of organization with
8-15 the Secretary of State in accordance with Part Three of this Act.
8-16 In addition to other provisions required or permitted by law, the
8-17 articles of organization of a professional limited liability
8-18 company must include a statement:
8-19 (a) that the limited liability company is a
8-20 professional limited liability company; and
8-21 (b) describing the specific kind of professional
8-22 service to be rendered by the limited liability company.
8-23 (2) Except as provided by Subdivisions [Subdivision] (3) and
8-24 (4) of this subsection, a professional limited liability company:
8-25 (a) may be organized under this Act only for the
8-26 purpose of rendering one specific type of professional service and
9-1 ancillary services; and
9-2 (b) may not render more than one kind of professional
9-3 service.
9-4 (3) Doctors of medicine and osteopathy licensed by the Texas
9-5 State Board of Medical Examiners and podiatrists licensed by the
9-6 Texas State Board of Podiatric Medical Examiners may organize a
9-7 professional limited liability company that is jointly owned by
9-8 those practitioners to perform a professional service that falls
9-9 within the scope of practice of those practitioners. When doctors
9-10 of medicine, osteopathy, and podiatry organize a professional
9-11 limited liability company that is jointly owned by those
9-12 practitioners, the authority of each of the practitioners is
9-13 limited by the scope of practice of the respective practitioners
9-14 and none can exercise control over the other's clinical authority
9-15 granted by their respective licenses, either through agreements,
9-16 bylaws, directives, financial incentives, or other arrangements
9-17 that would assert control over treatment decisions made by the
9-18 practitioner. The Texas State Board of Medical Examiners and the
9-19 Texas State Board of Podiatric Medical Examiners continue to
9-20 exercise regulatory authority over their respective licenses.
9-21 (4) [(3)] Professionals, other than physicians, engaged in
9-22 related mental health fields such as psychology, clinical social
9-23 work, licensed professional counseling, and licensed marriage and
9-24 family therapy may organize a professional limited liability
9-25 company that is jointly owned by those practitioners to perform a
9-26 professional service that falls within the scope of practice of
10-1 those practitioners. When mental health professionals organize a
10-2 professional limited liability company that is jointly owned by
10-3 those practitioners, the authority of each of the practitioners is
10-4 limited by the scope of practice of the respective practitioner,
10-5 and none can exercise control over the others' clinical authority
10-6 granted by their respective licenses, whether through agreements,
10-7 bylaws, directives, financial incentives, or other arrangements
10-8 that would assert control over treatment decisions made by a
10-9 practitioner. The state agencies exercising regulatory control
10-10 over professions to which this subdivision applies continue to
10-11 exercise regulatory authority over their respective licenses.
10-12 SECTION 8. Section A, Article 6.05, Texas Non-Profit
10-13 Corporation Act (Article 1396-6.05, Vernon's Texas Civil Statutes),
10-14 is amended to read as follows:
10-15 A. If voluntary dissolution proceedings have not been
10-16 revoked, then when all debts, liabilities and obligations of the
10-17 corporation have been paid and discharged, or adequate provision
10-18 has been made therefor, or, in case its property and assets are not
10-19 sufficient to satisfy and discharge all the corporation's
10-20 liabilities and obligations, then when all the property and assets
10-21 have been applied so far as they will go to the just and equitable
10-22 payment of the corporation's liabilities and obligations, and all
10-23 of the remaining property and assets of the corporation have been
10-24 transferred, conveyed or distributed in accordance with the
10-25 provisions of this Act, articles of dissolution shall be signed on
10-26 behalf of the corporation by an officer and shall set forth:
11-1 (1) The name of the corporation.
11-2 (2) Where there are members having voting rights,
11-3 (a) a statement setting forth the date of the meeting of members
11-4 at which the resolution to dissolve was adopted, that a quorum was
11-5 present at such meeting, and that such resolution received at least
11-6 two-thirds (2/3) of the votes which members present at such meeting
11-7 in person or by proxy were entitled to cast, as well as, in the
11-8 case of any class entitled to vote as a class thereon by the terms
11-9 of the articles of incorporation or of the by-laws, at least
11-10 two-thirds (2/3) of the votes which members of any such class who
11-11 were present at such meeting in person or by proxy were entitled to
11-12 cast, or (b) a statement that such resolution was adopted by a
11-13 consent in writing signed by all members entitled to vote with
11-14 respect thereto.
11-15 (3) Where there are no members, or no members having
11-16 voting rights, a statement of such fact, the date of the meeting of
11-17 the board of directors at which the resolution to dissolve was
11-18 adopted and a statement of the fact that such resolution received
11-19 the vote of a majority of the directors in office.
11-20 (4) That all debts, obligations, and liabilities of
11-21 the corporation have been paid and discharged or that adequate
11-22 provision has been made therefor, or, in case the corporation's
11-23 property and assets were not sufficient to satisfy and discharge
11-24 all its liabilities and obligations, that all the property and
11-25 assets have been applied so far as they would go to the payment
11-26 thereof in a just and equitable manner and that no property or
12-1 assets remained available for distribution among its members.
12-2 (5) That all the remaining property and assets of the
12-3 corporation have been transferred, conveyed or distributed in
12-4 accordance with the provisions of this Act; provided, however, that
12-5 if assets were received and held by the corporation subject to
12-6 limitations permitting their use only for charitable, religious,
12-7 eleemosynary, benevolent, educational or similar purposes, but not
12-8 held upon a condition requiring return, transfer or conveyance by
12-9 reason of the dissolution, there shall also be set forth a
12-10 statement that a [copy of the] plan of distribution has been
12-11 adopted as provided in this Act for the distribution of such
12-12 assets, and a statement that distribution has been effected in
12-13 accordance with such plan.
12-14 (6) That there are no suits pending against the
12-15 corporation in any court, or that adequate provision has been made
12-16 for the satisfaction of any judgment, order or decree which may be
12-17 entered against it in any pending suit.
12-18 SECTION 9. Section E, Article 7.01, Texas Non-Profit
12-19 Corporation Act (Article 1396-7.01, Vernon's Texas Civil Statutes),
12-20 is amended to read as follows:
12-21 E. Any corporation dissolved by the Secretary of State under
12-22 the provisions of Section B of this article may be reinstated by
12-23 the Secretary of State at any time within a period of 36 [12]
12-24 months from the date of such dissolution, upon approval of an
12-25 application for reinstatement signed by an officer or director of
12-26 the dissolved corporation. Such application shall be filed by the
13-1 Secretary of State whenever it is established to his satisfaction
13-2 that in fact there was no cause for the dissolution, or whenever
13-3 the neglect, omission or delinquency resulting in dissolution has
13-4 been corrected and payment made of all fees, taxes, penalties and
13-5 interest due thereon which accrued before the dissolution plus an
13-6 amount equal to the total taxes from the date of dissolution to the
13-7 date of reinstatement which would have been payable had the
13-8 corporation not been dissolved. A reinstatement filing fee of
13-9 $25.00 shall accompany the application for reinstatement.
13-10 Reinstatement shall not be authorized if the corporate name
13-11 is the same as or deceptively similar to a corporate name already
13-12 on file or reserved or registered, unless the corporation being
13-13 reinstated contemporaneously amends the articles of incorporation
13-14 to change its name.
13-15 When the application for reinstatement is approved and filed
13-16 by the Secretary of State, the corporate existence shall be deemed
13-17 to have continued without interruption from the date of dissolution
13-18 except the reinstatement shall have no effect upon any issue of
13-19 personal liability of the directors, officers, or agents of the
13-20 corporation during the period between dissolution and
13-21 reinstatement.
13-22 SECTION 10. Section E, Article 8.15, Texas Non-Profit
13-23 Corporation Act (Article 1396-8.15, Vernon's Texas Civil Statutes),
13-24 is amended to read as follows:
13-25 E. Any corporation whose certificate of authority has been
13-26 revoked by the Secretary of State under the provisions of Section B
14-1 of this article may be reinstated by the Secretary of State at any
14-2 time within a period of 36 [12] months from the date of such
14-3 dissolution, upon approval of an application for reinstatement
14-4 signed by an officer or director of the corporation. Such
14-5 application shall be filed by the Secretary of State whenever it is
14-6 established to his satisfaction that in fact there was no cause for
14-7 the revocation, or whenever the neglect, omission or delinquency
14-8 resulting in revocation has been corrected and payment made of all
14-9 fees, taxes, penalties and interest due thereon which accrued
14-10 before the revocation plus an amount equal to the total taxes from
14-11 the date of revocation to the date of reinstatement which would
14-12 have been payable had the corporation's certificate not been
14-13 revoked. A reinstatement filing fee of $25.00 shall accompany the
14-14 application for reinstatement.
14-15 Reinstatement shall not be authorized if the corporate name
14-16 is the same as or deceptively similar to a corporate name already
14-17 on file or reserved or registered, unless the corporation being
14-18 reinstated contemporaneously amends its certificate of authority to
14-19 change its name.
14-20 When the application for reinstatement is approved and filed
14-21 by the Secretary of State, the corporate authority to do business
14-22 in Texas shall be deemed to have continued without interruption
14-23 from the date of revocation, except that reinstatement shall have
14-24 no effect upon any issue of personal liability of the directors,
14-25 officers, or agents of the corporation during the period between
14-26 revocation and reinstatement.
15-1 SECTION 11. Subsection (i), Section 1.06, Texas Revised
15-2 Limited Partnership Act (Article 6132a-1, Vernon's Texas Civil
15-3 Statutes), is amended to read as follows:
15-4 (i) The statement required by Subsection (h) of this section
15-5 must be signed [and verified] by the registered agent or, if the
15-6 registered agent is a corporation, by an officer of the
15-7 corporation. If the registered agent is simultaneously filing
15-8 statements for more than one limited partnership, each statement
15-9 may contain a facsimile signature in the execution. If the
15-10 secretary of state finds that the statement conforms to this
15-11 section, the secretary of state, on receipt of the filing fee,
15-12 shall file it in accordance with Subsection (a) of Section 2.07 of
15-13 this Act as if it were a certificate of amendment. The address of
15-14 the registered office of the limited partnership is changed on the
15-15 filing of the statement by the secretary of state. Filing of the
15-16 statement amends the certificate of limited partnership or
15-17 registration as a foreign limited partnership regarding the
15-18 information required by Subdivision (2) of Subsection (a) of
15-19 Section 2.01 or Subdivision (4) of Subsection (a) of Section 9.02
15-20 of this Act, as appropriate, and no further action is required
15-21 under Section 2.02 of this Act.
15-22 SECTION 12. Section 12.01, Texas Revised Limited Partnership
15-23 Act (Article 6132a-1, Vernon's Texas Civil Statutes), is amended to
15-24 read as follows:
15-25 Sec. 12.01. FEES. The secretary of state shall collect for
15-26 the use of the state:
16-1 (1) for filing a certificate of limited partnership
16-2 under Section 2.01 of this Act, or an application for registration
16-3 as a foreign limited partnership under Section 9.02 of this Act, a
16-4 fee of $750;
16-5 (2) for filing a certificate of amendment under
16-6 Section 2.02 of this Act, a certificate of cancellation under
16-7 Section 2.03 of this Act, a restated certificate of limited
16-8 partnership under Section 2.10 of this Act, a certificate of merger
16-9 under Section 2.11 of this Act, a certificate of correction under
16-10 Section 2.13 [2.12] of this Act, a certificate of conversion under
16-11 Section 2.15 of this Act, a certificate under Section 9.05 of this
16-12 Act, or a certificate of cancellation under Section 9.06 of this
16-13 Act, a fee of $200;
16-14 (3) for filing an application for registration of name
16-15 or an application for renewal of registration of name under Section
16-16 1.05 of this Act, a fee of $75;
16-17 (4) for filing a statement for change of registered
16-18 office, registered agent, or both, under Subsection (b) of Section
16-19 1.06 of this Act, or a statement for change of location of
16-20 registered office under Subsection (h) of Section 1.06 of this
16-21 Act, a fee of $50, except that the maximum fee for simultaneous
16-22 filings by a registered agent for more than one limited partnership
16-23 may not exceed $2,500;
16-24 (5) for the filing of an application for reservation
16-25 of name under Subsection (b) of Section 1.04 of this Act, a notice
16-26 of transfer of reservation under Subsection (b) of Section 1.04 of
17-1 this Act, or for preclearance of any document for filing, a fee of
17-2 $50; and
17-3 (6) for filing any instrument under this Act not
17-4 expressly provided for above, a fee of $25.
17-5 SECTION 13. Section 6.01, Texas Revised Partnership Act
17-6 (Article 6132b-6.01, Vernon's Texas Civil Statutes), is amended by
17-7 amending Subsection (b) and adding Subsection (c) to read as
17-8 follows:
17-9 (b) EVENT OF WITHDRAWAL. An event of withdrawal of a
17-10 partner occurs on:
17-11 (1) receipt by the partnership of notice of the
17-12 partner's express will to withdraw as a partner on the date of
17-13 receipt of the notice or on a later date specified in the notice;
17-14 (2) an event specified in the partnership agreement as
17-15 causing the partner's withdrawal;
17-16 (3) the partner's expulsion as provided in the
17-17 partnership agreement;
17-18 (4) the partner's expulsion by the vote of a
17-19 majority-in-interest of the other partners if:
17-20 (A) it is unlawful to carry on the partnership
17-21 business with that partner;
17-22 (B) there has been a transfer of all or
17-23 substantially all of that partner's partnership interest, other
17-24 than:
17-25 (i) a transfer for security purposes that
17-26 has not been foreclosed; or
18-1 (ii) the substitution of a successor
18-2 trustee or successor personal representative;
18-3 (C) within 90 days after the date the
18-4 partnership notifies a corporate partner that it will be expelled
18-5 because it has filed a certificate of dissolution or the
18-6 equivalent, its charter has been revoked, or its right to conduct
18-7 business has been suspended by the jurisdiction of its
18-8 incorporation, the certificate of dissolution is not revoked or its
18-9 charter or its right to conduct business is not reinstated; or
18-10 (D) an event requiring a winding up has occurred
18-11 with respect to a partnership that is a partner;
18-12 (5) application by the partnership or another partner
18-13 for the partner's expulsion by judicial decree because:
18-14 (A) the partner engaged in wrongful conduct that
18-15 adversely and materially affected the partnership business;
18-16 (B) the partner wilfully or persistently
18-17 committed a material breach of the partnership agreement or of a
18-18 duty owed to the partnership or the other partners under Section
18-19 4.04; or
18-20 (C) the partner engaged in conduct relating to
18-21 the partnership business that made it not reasonably practicable to
18-22 carry on the business in partnership with that partner;
18-23 (6) the partner:
18-24 (A) becoming a debtor in bankruptcy;
18-25 (B) executing an assignment for the benefit of
18-26 creditors;
19-1 (C) seeking, consenting to, or acquiescing in
19-2 the appointment of a trustee, receiver, or liquidator of that
19-3 partner or of all or substantially all of that partner's property;
19-4 or
19-5 (D) failing, within 90 days after the
19-6 appointment, to have vacated or stayed the appointment of a
19-7 trustee, receiver, or liquidator of the partner or of all or
19-8 substantially all of the partner's property obtained without the
19-9 partner's consent or acquiescence, or failing within 90 days after
19-10 the date of expiration of a stay to have the appointment vacated;
19-11 (7) in the case of a partner who is an individual:
19-12 (A) the partner's death;
19-13 (B) the appointment of a guardian or general
19-14 conservator for the partner; or
19-15 (C) a judicial determination that the partner
19-16 has otherwise become incapable of performing the partner's duties
19-17 under the partnership agreement;
19-18 (8) termination of a partner's existence;
19-19 (9) in the case of a partner that has transferred all
19-20 of the partner's partnership interest, redemption of the
19-21 transferee's interest under Sections 7.01(n)-(r); [or]
19-22 (10) an agreement to continue the partnership under
19-23 Section 8.01(g) if the partnership has received a notice from the
19-24 partner under Section 8.01(g) requesting that the partnership be
19-25 wound up; or
19-26 (11) a conversion of the partnership if the partner:
20-1 (A) did not consent to the conversion; and
20-2 (B) failed to notify the partnership in writing
20-3 of the partner's desire not to withdraw within 60 days after the
20-4 later of:
20-5 (i) the effective date of the conversion;
20-6 or
20-7 (ii) the date the partner receives actual
20-8 notice of the conversion.
20-9 (c) WITHDRAWAL ON CONVERSION. A withdrawal of a partner
20-10 under the circumstances described in Subsection (b)(11) of this
20-11 section is effective immediately before the effective date of the
20-12 conversion and is not considered a wrongful withdrawal.
20-13 SECTION 14. Subsection (a), Section 7.01, Texas Revised
20-14 Partnership Act (Article 6132b-7.01, Vernon's Texas Civil
20-15 Statutes), is amended to read as follows:
20-16 (a) REDEMPTION. If an event of withdrawal occurs under
20-17 Sections 6.01(b)(1)-(9) and an event requiring a winding up does
20-18 not occur within 60 days after the date of the withdrawal, or on a
20-19 partner's withdrawal under Section 6.01(b)(10) or Section
20-20 6.01(b)(11), the partnership interest of the withdrawn partner
20-21 automatically is redeemed by the partnership as of the date of
20-22 withdrawal in accordance with this section.
20-23 SECTION 15. Subsection (i), Section 10.05, Texas Revised
20-24 Partnership Act (Article 6132b-10.05, Vernon's Texas Civil
20-25 Statutes), is amended to read as follows:
20-26 (i) The statement required by Subsection (h) must be signed
21-1 [and verified] by the registered agent or, if the registered agent
21-2 is a corporation, by an officer of the corporation. If the
21-3 registered agent is simultaneously filing statements for more than
21-4 one foreign limited liability partnership, each statement may
21-5 contain a facsimile signature in the execution. If the secretary
21-6 of state finds that the statement conforms to this section, the
21-7 secretary of state, on receipt of the filing fee, shall file it in
21-8 accordance with Section 10.02(k) as if it were an amendment to the
21-9 statement of foreign qualification. The address of the registered
21-10 office of the foreign limited liability partnership is changed on
21-11 the filing of the statement by the secretary of state. Filing of
21-12 the statement amends the statement of foreign qualification
21-13 regarding the information required by Section 10.02(a)(5) and no
21-14 further action is required under Section 10.02(k).
21-15 SECTION 16. Article 9.07, Texas Business Corporation Act, is
21-16 amended to read as follows:
21-17 Art. 9.07. TIME FOR FILING DOCUMENTS IN THE OFFICE OF THE
21-18 SECRETARY OF STATE. A. Except as provided by Section B of this
21-19 article, if a [Whenever any] document is required to be filed in
21-20 the office of the Secretary of State by any provision of this Act,
21-21 that [the] requirement [of the statute] shall be construed to
21-22 include [involve] the requirement that the document [same] be [so]
21-23 filed with reasonable promptness.
21-24 B. A person required under this Act to file with the
21-25 Secretary of State a change of registered office or agent, an
21-26 application or certificate of withdrawal or termination, or
22-1 articles of dissolution commits an offense if the person does not
22-2 file the required filing with the Secretary of State before the
22-3 earlier of:
22-4 (1) the 30th day after the date of the change,
22-5 withdrawal, or termination; or
22-6 (2) the date the filing is otherwise required by law.
22-7 C. A person who violates Section B of this article is liable
22-8 to the state for a civil penalty in an amount not to exceed $2,500
22-9 for each violation. In determining the amount of a penalty under
22-10 this section, the court shall consider all the circumstances giving
22-11 rise to the offense. The attorney general or the prosecuting
22-12 attorney in the county in which the violation occurs may bring suit
22-13 to recover the civil penalty imposed under this article.
22-14 D. The attorney general may bring an action in the name of
22-15 the state to restrain or enjoin a person from violating Section B
22-16 of this article.
22-17 E. In an action or proceeding brought against a person who
22-18 has not complied with Section B of this article, the plaintiff or
22-19 other party bringing the suit or proceeding may recover, at the
22-20 court's discretion, reasonable costs and attorney's fees incurred
22-21 by locating and effecting service of process on the person. Any
22-22 damages recovered must be in conjunction with a pending action or
22-23 proceeding and shall be awarded as costs under the Texas Rules of
22-24 Civil Procedure. This section does not create a private
22-25 independent cause of action for failure to comply with Section B of
22-26 this article.
S.B. No. 1320
23-1 F. A person who is entitled to recover damages under Section
23-2 E of this article may request from the attorney general
23-3 nonconfidential information on the other person for the purpose of
23-4 effecting service of process. The attorney general shall comply
23-5 with a request made under this section to the extent practicable.
23-6 SECTION 17. Section 18, Texas Professional Corporation Act
23-7 (Article 1528e, Vernon's Texas Civil Statutes), is repealed.
23-8 SECTION 18. This Act takes effect September 1, 2001.
_______________________________ _______________________________
President of the Senate Speaker of the House
I hereby certify that S.B. No. 1320 passed the Senate on
April 5, 2001, by the following vote: Yeas 30, Nays 0, one present
not voting; May 21, 2001, Senate refused to concur in House
amendment and requested appointment of Conference Committee;
May 22, 2001, House granted request of the Senate; May 27, 2001,
Senate adopted Conference Committee Report by a viva-voce vote.
_______________________________
Secretary of the Senate
I hereby certify that S.B. No. 1320 passed the House, with
amendment, on May 11, 2001, by a non-record vote; May 22, 2001,
House granted request of the Senate for appointment of Conference
Committee; May 27, 2001, House adopted Conference Committee Report
by a non-record vote.
_______________________________
Chief Clerk of the House
Approved:
_______________________________
Date
_______________________________
Governor