79R4360 HLT-F
By: Solomons H.B. No. 1507
A BILL TO BE ENTITLED
AN ACT
relating to the regulation of corporations; providing a penalty.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
SECTION 1. Section A, Article 2.05, Texas Business
Corporation Act, is amended to read as follows:
A. The Corporate name shall conform to the following
requirements:
(1) It shall contain the word "corporation,"
"company," [or] "incorporated," or "limited," or shall contain an
abbreviation of one of such words, and shall contain such
additional words as may be required by law.
(2) It shall not contain any word or phrase which
indicates or implies that it is organized for any purpose other than
one or more of the purposes contained in its articles of
incorporation.
(3) It shall not be the same as, or deceptively similar
to, the name of any domestic corporation, limited partnership, or
limited liability company existing under the laws of this State, or
the name of any foreign corporation, non-profit corporation,
limited partnership, or limited liability company authorized to
transact business in this State, or a name the exclusive right to
which is, at the time, reserved in the manner provided in this Act
or any other statute providing for reservation of names by a limited
partnership or limited liability company, or the name of a
corporation, limited partnership, or limited liability company
which has in effect a registration of its company name as provided
in this Act or any other applicable law; provided that a name may be
similar if written consent is obtained from the existing
corporation, limited partnership, or limited liability company
having the name deemed to be similar or the person for whom the name
deemed to be similar is reserved in the office of the Secretary of
State.
(4) It shall not contain the word "lottery."
SECTION 2. Sections A and B, Article 2.06, Texas Business
Corporation Act, are amended to read as follows:
A. The exclusive right to the use of a corporate name may be
reserved by any person[:
[(1) Any person intending to organize a corporation
under this Act.
[(2) Any domestic corporation intending to change its
name.
[(3) Any foreign corporation intending to make
application for a certificate of authority to transact business in
this State.
[(4) Any foreign corporation authorized to transact
business in this State and intending to change its name.
[(5) Any person intending to organize a foreign
corporation and intending to have such corporation make application
for a certificate of authority to transact business in this State].
B. The reservation shall be made by filing with the
Secretary of State an application to reserve a specified corporate
name, executed by the applicant or the attorney or agent thereof.
If the Secretary of State finds that the name is available for
corporate use, he shall reserve the same for the exclusive use of
the applicant for a period of one hundred and twenty (120) days. A
person may renew the person's reservation of a name under this part
for successive 120-day periods if, during the 30-day period
preceding the expiration of that reservation, the person:
(1) files a new application to reserve the name; and
(2) pays the required filing fee.
SECTION 3. Section B, Article 2.07, Texas Business
Corporation Act, is amended to read as follows:
B. Such registration shall be made by:
(1) Filing with the Secretary of State an[:
[(a) An] application for registration executed
by the corporation by an officer thereof, setting forth the name of
the corporation, the state or territory under the laws of which it
is incorporated, the date of its incorporation, a statement that
the corporation validly exists and [it] is carrying on or doing
business, and a brief statement of the business in which it is
engaged; [,] and
[(b) A certificate setting forth that such
corporation is in good standing under the laws of the state or
territory wherein it is organized, executed by the Secretary of
State of such state or territory or by such other official as may
have custody of the records pertaining to corporations, and]
(2) Paying to the Secretary of State the required
registration fee.
SECTION 4. Section A, Article 2.10, Texas Business
Corporation Act, is amended to read as follows:
A. A corporation may change its registered office or change
its registered agent, or both, upon filing in the office of the
Secretary of State a statement setting forth:
(1) The name of the corporation.
(2) The street [post-office] address of its then
registered office.
(3) If the street [post-office] address of its
registered office is to be changed, the street [post-office]
address to which the registered office is to be changed.
(4) The name of its then registered agent.
(5) If its registered agent is to be changed, the name
of its successor registered agent.
(6) That the street [post-office] address of its
registered office and the street [post-office] address of the
business office of its registered agent, as changed, will be
identical.
(7) That such change was authorized by its Board of
Directors or by an officer of the corporation so authorized by the
Board of Directors.
SECTION 5. Section B, Article 2.19, Texas Business
Corporation Act, is amended to read as follows:
B. In the event a corporation is authorized to issue shares
of more than one class or series, each certificate representing
shares issued by such corporation (1) shall conspicuously set forth
on the face or back of the certificate a full statement of all the
designations, preferences, limitations, and relative rights of the
shares of each class or series to the extent they have been fixed
and determined and the authority of the board of directors to fix
and determine the designations, preferences, limitations, and
relative rights of subsequent series; or (2) shall conspicuously
state on the face or back of the certificate that (a) such a
statement is set forth in the articles of incorporation on file in
the office of the Secretary of State and (b) the corporation will
furnish a copy of such statement to the record holder of the
certificate without charge on written request to the corporation at
its principal place of business or registered office. [In the event
a corporation has by its articles of incorporation limited or
denied the preemptive right of shareholders to acquire unissued or
treasury shares of the corporation, each certificate representing
shares issued by such corporation (1) shall conspicuously set forth
on the face or back of the certificate a full statement of the
limitation or denial of preemptive rights contained in the articles
of incorporation, or (2) shall conspicuously state on the face or
back of the certificate that (a) such a statement is set forth in
the articles of incorporation on file in the office of the Secretary
of State and (b) the corporation will furnish a copy of such
statement to the record holder of the certificate without charge on
request to the corporation at its principal place of business or
registered office.]
SECTION 6. Section B, Article 2.24, Texas Business
Corporation Act, is amended to read as follows:
B. An annual meeting of the shareholders shall be held at
such time as may be stated in or fixed in accordance with the
bylaws. If the annual meeting is not held within any 13-month
period and a written consent of shareholders has not been executed
instead of the meeting, any court of competent jurisdiction in the
county in which the principal office of the corporation is located
may, on the application of any shareholder who has previously
submitted a written request to the corporation that an annual
meeting be held, summarily order a meeting to be held unless the
meeting is not required to be held under Section D of this article.
Failure to hold the annual meeting at the designated time shall not
work a dissolution of the corporation.
SECTION 7. Section A, Article 3.02, Texas Business
Corporation Act, is amended to read as follows:
A. The articles of incorporation shall set forth:
(1) The name of the corporation;
(2) The period of duration, which may be perpetual;
(3) The purpose or purposes for which the corporation
is organized which may be stated to be, or to include, the
transaction of any or all lawful business for which corporations
may be incorporated under this Act;
(4) The aggregate number of shares which the
corporation shall have authority to issue; if such shares are to
consist of one class only, the par value of each of such shares, or a
statement that all of such shares are without par value; or, if such
shares are to be divided into classes, the number of shares of each
class, and a statement of the par value of the shares of each class
or that such shares are to be without par value;
(5) If the shares are to be divided into classes, the
designation of each class and statement of the preferences,
limitations, and relative rights in respect of the shares of each
class;
(6) If the corporation is to issue the shares of any
class in series, then the designation of each series and a statement
of the variations in the preferences, limitations and relative
rights as between series insofar as the same are to be fixed in the
articles of incorporation, and a statement of any authority to be
vested in the board of directors to establish series and fix and
determine the preferences, limitations and relative rights of each
series;
(7) If the [Any provision limiting or denying to]
shareholders of a corporation are to have the preemptive right to
acquire additional or treasury shares of the corporation, a
provision complying with the requirements of Article 2.22-1 of this
Act;
(7-a) If the shareholders of a corporation are to have
a cumulative voting right at the election of directors, a provision
complying with the requirements of Section D, Article 2.29, of this
Act;
(8) If a corporation elects to become a close
corporation in conformance with Part Twelve of this Act, any
provision (a) required or permitted by this Act to be stated in the
articles of incorporation of a close corporation, but not in the
articles of incorporation of an ordinary corporation, (b) contained
or permitted to be contained in a shareholders' agreement in
conformance with Part Twelve of this Act which the incorporators
elect to set forth in articles of incorporation, or (c) that makes a
shareholders' agreement in conformance with Part Twelve of this Act
part of the articles of incorporation of a close corporation in the
manner prescribed in Section F, Article 2.22 of this Act, but any
such provision, other than the statement required by Section A,
Article 12.11 of this Act, shall be preceded by a statement that the
provision shall be subject to the corporation remaining a close
corporation in conformance with Part Twelve of this Act;
(9) Any provision, not inconsistent with law,
including any provision which under this Act is required or
permitted to be set forth in the bylaws or which is permitted to be
included pursuant to Article 2.30-1 of this Act, providing for the
regulation of the internal affairs of the corporation;
(10) The street address of its initial registered
office and the name of its initial registered agent at such address;
(11) Subject to Article 2.30-1 of this Act, the number
of directors constituting the initial board of directors and the
names and addresses of the person or persons who are to serve as
directors until the first annual meeting of shareholders or until
their successors be elected and qualify, or, in the case of a close
corporation that, in conformance with Part Twelve of this Act, is to
be managed in some other manner pursuant to a shareholders'
agreement by the shareholders or by the persons empowered by the
agreement to manage its business and affairs, the names and
addresses of the person or persons who, pursuant to the
shareholders' agreement, will perform the functions of the initial
board of directors provided for by this Act;
(12) The name and address of each incorporator, unless
the corporation is being incorporated pursuant to a plan of
conversion or a plan of merger, in which case the articles need not
include such information; and
(13) If the corporation is being incorporated pursuant
to a plan of conversion or a plan of merger, a statement to that
effect, and in the case of a plan of conversion, the name, address,
date of formation, and prior form of organization and jurisdiction
of incorporation or organization of the converting entity.
SECTION 8. Section B, Article 4.04, Texas Business
Corporation Act, is amended to read as follows:
B. The articles of amendment shall set forth:
(1) The name of the corporation.
(2) If the amendment alters any provision of the
original or amended articles of incorporation, an identification by
reference or description of the altered provision and a statement
of its text as it is amended to read. If the amendment is an
addition to the original or amended articles of incorporation, a
statement of that fact and the full text of each provision added.
(3) [The date of the adoption of the amendment by the
shareholders, or by the board of directors where no shares have been
issued.
[(4)] A statement that the amendment has been approved
in the manner required by this Act and the constituent documents of
the corporation.
SECTION 9. Section B, Article 5.01, Texas Business
Corporation Act, is amended to read as follows:
B. A plan of merger shall set forth:
(1) the name, type of entity, and jurisdiction of
formation of each domestic or foreign corporation or other entity
that is a party to the merger and the name of each domestic or
foreign corporation or other entity, if any, that shall survive the
merger, which may be one or more of the domestic or foreign
corporations or other entities party to the merger, and the name,
type of entity, and jurisdiction of formation of each new domestic
or foreign corporation or other entity, if any, that may be created
by the terms of the plan of merger;
(2) the terms and conditions of the merger including,
if more than one domestic or foreign corporation or other entity is
to survive or to be created by the terms of the plan of merger, (a)
the manner and basis of allocating and vesting the real estate and
other property of each domestic or foreign corporation and of each
other entity that is a party to the merger among one or more of the
surviving or new domestic or foreign corporations and other
entities, (b) the name of the surviving or new domestic or foreign
corporation or other entity that is to be obligated for the payment
of the fair value of any shares held by a shareholder of any
domestic corporation that is a party to the merger who has complied
with the requirements of Article 5.12 of this Act for the recovery
of the fair value of his shares, and (c) the manner and basis of
allocating all other liabilities and obligations of each domestic
or foreign corporation and other entity that is a party to the
merger (or making adequate provision for the payment and discharge
thereof) among one or more of the surviving or new domestic or
foreign corporations and other entities;
(3) the manner and basis of converting any of the
shares or other evidences of ownership of each domestic or foreign
corporation and other entity that is a party to the merger into
shares, obligations, evidences of ownership, rights to purchase
securities or other securities of one or more of the surviving or
new domestic or foreign corporations or other entities, into cash
or other property, including shares, obligations, evidences of
ownership, rights to purchase securities or other securities of any
other person or entity, or into any combination of the foregoing,
and if any shares or other evidences of ownership of any holder of a
class or series of shares or other evidence of ownership is to be
converted in a manner or basis different than any other holder of
shares of such class or series or other evidence of ownership, the
manner and basis applicable to such holder;
(4) as an exhibit or attachment, the articles of
incorporation of any new domestic corporation to be created by the
terms of the plan of merger and the articles of incorporation or
other organizational documents of any other new domestic entity to
be created by the terms of the plan of merger; and
(5) the articles of incorporation or other
organizational documents of each other entity that is a party to the
merger and that is to survive the merger or is to be created by the
terms of the plan of merger if it is an entity that is not organized
under the laws of any state of the United States or is not required
to file its articles of incorporation or other organizational
documents with the appropriate governmental authority.
SECTION 10. Section H-1, Article 5.03, Texas Business
Corporation Act, is amended to read as follows:
H-1. The term "organizational documents," as used in
Section H(6) of this article, means:
(1) in reference to a corporation, the articles of
incorporation of the corporation; or
(2) in reference to a limited liability company, the
articles of organization and regulations [limited liability
company agreement] of the limited liability company.
SECTION 11. Section I(1), Article 5.03, Texas Business
Corporation Act, is amended to read as follows:
(1) "Direct or indirect wholly owned subsidiary"
means, with respect to any corporation, another corporation or a
limited liability company[,] all of the outstanding voting stock or
interests, as applicable, of which is owned by the corporation or by
one or more other domestic or foreign corporations or other
entities, all of the outstanding voting stock or interests of which
is owned by the corporation or one or more of such other wholly
owned domestic or foreign corporations or other entities.
SECTION 12. Section A, Article 5.06, Texas Business
Corporation Act, is amended to read as follows:
A. When a merger takes effect:
(1) the separate existence of every domestic
corporation that is a party to the merger, except any surviving or
new domestic corporation, shall cease;
(2) all rights, title and interests to all real estate
and other property owned by each domestic or foreign corporation
and by each other entity that is a party to the merger shall be
allocated to and vested in one or more of the surviving or new
domestic or foreign corporations and other entities as provided in
the plan of merger without reversion or impairment, without further
act or deed, and without any transfer or assignment having
occurred, but subject to any existing liens or other encumbrances
thereon;
(3) all liabilities and obligations of each domestic
or foreign corporation and other entity that is a party to the
merger shall be allocated to one or more of the surviving or new
domestic or foreign corporations and other entities in the manner
set forth in the plan of merger, and each surviving or new domestic
or foreign corporation, and each surviving or new other entity to
which a liability or obligation shall have been allocated pursuant
to the plan of merger, shall be the primary obligor therefor and,
except as otherwise set forth in the plan of merger or as otherwise
provided by law or contract, no other party to the merger, other
than a surviving domestic or foreign corporation or other entity
liable thereon at the time of the merger and no other new domestic
or foreign corporation or other entity created thereby, shall be
liable therefor;
(4) a proceeding pending by or against any domestic or
foreign corporation or by or against any other entity that is a
party to the merger may be continued as if the merger did not occur,
or the surviving or new domestic or foreign corporation or
corporations or the surviving or new other entity or other entities
to which the liability, obligation, asset or right associated with
such proceeding is allocated to and vested in pursuant to the plan
of merger may be substituted in the proceeding;
(5) the articles of incorporation of each surviving
corporation shall be amended to the extent provided in the plan of
merger;
(6) each new domestic corporation, the articles of
incorporation of which are set forth in the plan of merger pursuant
to Article 5.01 of this Act, shall be incorporated as a corporation
under this Act; and each other entity to be incorporated or
organized under the laws of this State, the organizational
documents of which are set forth in the plan of merger shall, upon
an executed copy of the articles of merger being delivered to or
filed with any required governmental entity with which
organizational documents of such other entity are required to be
delivered or filed, and upon meeting such additional requirements,
if any, of law for its incorporation or organization, shall be
incorporated or organized as provided in the plan of merger; [and]
(7) the shares of each domestic or foreign corporation
and the shares or evidences of ownership in each other entity that
is a party to the merger that are to be converted or exchanged, in
whole or part, into shares, obligations, evidences of ownership,
rights to purchase securities or other securities of one or more of
the surviving or new domestic or foreign corporations or other
entities, into cash or other property, including shares,
obligations, evidences of ownership, rights to purchase securities
or other securities of any other person or entity, or into any
combination of the foregoing, shall be so converted and exchanged
and the former holders of the shares of each domestic corporation
that is a party to the merger shall be entitled only to the rights
provided in the plan of merger or to their rights under Article 5.11
of this Act; and
(8) notwithstanding Subdivision (3) of this section,
the surviving or new corporation or other entity named in the plan
of merger as primarily obligated to pay the fair value of any shares
under Section B(2), Article 5.01, of this Act is the primary obligor
for that payment and all other surviving or new organizations are
secondarily liable for that payment.
SECTION 13. Section A, Article 5.12, Texas Business
Corporation Act, is amended to read as follows:
A. Any shareholder of any domestic corporation who has the
right to dissent from any of the corporate actions referred to in
Article 5.11 of this Act may exercise that right to dissent only by
complying with the following procedures:
(1)(a) With respect to proposed corporate action that
is submitted to a vote of shareholders at a meeting, the shareholder
shall file with the corporation, prior to the meeting, a written
objection to the action, setting out that the shareholder's right
to dissent will be exercised if the action is effective and giving
the shareholder's address, to which notice thereof shall be
delivered or mailed in that event. If the action is effected and
the shareholder shall not have voted in favor of the action, the
corporation, in the case of action other than a merger, or the
surviving or new corporation (foreign or domestic) or other entity
that is liable to discharge the shareholder's right of dissent, in
the case of a merger, shall, within ten (10) days after the action
is effected, deliver or mail to the shareholder written notice that
the action has been effected, and the shareholder may, within ten
(10) days from the delivery or mailing of the notice, make written
demand on the existing, surviving, or new corporation (foreign or
domestic) or other entity, as the case may be, for payment of the
fair value of the shareholder's shares. The fair value of the
shares shall be the value thereof as of the day immediately
preceding the meeting, excluding any appreciation or depreciation
in anticipation of the proposed action. In computing the fair value
of the shares under this article, consideration must be given to the
value of the corporation as a going concern without including in the
computation of value any payment for a control premium or minority
discount other than a discount attributable to the type of share
held by the dissenting shareholder and any limitation placed on the
rights and preference of those shares. The demand shall state the
number and class of the shares owned by the shareholder and the fair
value of the shares as estimated by the shareholder. Any
shareholder failing to make demand within the ten (10) day period
shall be bound by the action.
(b) With respect to proposed corporate action
that is approved pursuant to Section A of Article 9.10 of this Act,
the corporation, in the case of action other than a merger, and the
surviving or new corporation (foreign or domestic) or other entity
that is liable to discharge the shareholder's right of dissent, in
the case of a merger, shall, within ten (10) days after the date the
action is effected, mail to each shareholder of record as of the
effective date of the action notice of the fact and date of the
action and that the shareholder may exercise the shareholder's
right to dissent from the action. The notice shall be accompanied
by a copy of this Article and any articles or documents filed by the
corporation with the Secretary of State to effect the action. If
the shareholder shall not have consented to the taking of the
action, the shareholder may, within twenty (20) days after the
mailing of the notice, make written demand on the existing,
surviving, or new corporation (foreign or domestic) or other
entity, as the case may be, for payment of the fair value of the
shareholder's shares. The fair value of the shares shall be the
value thereof as of the date the written consent authorizing the
action was delivered to the corporation pursuant to Section A of
Article 9.10 of this Act, excluding any appreciation or
depreciation in anticipation of the action. The demand shall state
the number and class of shares owned by the dissenting shareholder
and the fair value of the shares as estimated by the shareholder.
Any shareholder failing to make demand within the twenty (20) day
period shall be bound by the action.
(2) Within twenty (20) days after receipt by the
existing, surviving, or new corporation (foreign or domestic) or
other entity, as the case may be, of a demand for payment made by a
dissenting shareholder in accordance with Subsection (1) of this
Section, the corporation (foreign or domestic) or other entity
shall deliver or mail to the shareholder a written notice that shall
either set out that the corporation (foreign or domestic) or other
entity accepts the amount claimed in the demand and agrees to pay
that amount within ninety (90) days after the date on which the
action was effected, and, in the case of shares represented by
certificates, upon the surrender of the certificates duly endorsed,
or shall contain an estimate by the corporation (foreign or
domestic) or other entity of the fair value of the shares, together
with an offer to pay the amount of that estimate within ninety (90)
days after the date on which the action was effected, upon receipt
of notice within sixty (60) days after that date from the
shareholder that the shareholder agrees to accept that amount and,
in the case of shares represented by certificates, upon the
surrender of the certificates duly endorsed.
(3) If, within sixty (60) days after the date on which
the corporate action was effected, the value of the shares is agreed
upon between the shareholder and the existing, surviving, or new
corporation (foreign or domestic) or other entity, as the case may
be, payment for the shares shall be made within ninety (90) days
after the date on which the action was effected and, in the case of
shares represented by certificates, upon surrender of the
certificates duly endorsed. Upon payment of the agreed value, the
shareholder shall cease to have any interest in the shares or in the
corporation.
SECTION 14. Article 6.04, Texas Business Corporation Act,
is amended by adding Section B to read as follows:
B. The corporation may continue its business wholly or
partly, including delaying the disposition of property of the
corporation, for the period necessary to avoid unreasonable loss of
the corporation's property or business.
SECTION 15. Section A, Article 7.07, Texas Business
Corporation Act, is amended to read as follows:
A. No receiver shall be appointed for any corporation to
which this Act applies or for any of its assets or for its business
except as provided for and on the conditions set forth in this Act.
A receiver shall in all cases be a citizen of the United States or a
corporation or other entity authorized to act as receiver, which
corporation may be a domestic corporation or a foreign corporation
authorized to transact business in this State, and shall in all
cases give such bond as the court may direct with such sureties as
the court may require.
SECTION 16. Article 7.09, Texas Business Corporation Act,
is amended to read as follows:
Art. 7.09. DECREE OF INVOLUNTARY DISSOLUTION. A. In
proceedings to liquidate the assets and business of a corporation,
when the costs and expenses of such proceedings and all debts,
obligations, and liabilities of the corporation shall have been
paid and discharged, or adequate provision shall have been made
therefor, and all of its remaining property and assets distributed
to its shareholders, or, in case its property and assets are not
sufficient to satisfy and discharge such costs, expenses, debts,
and obligations, when all the property and assets have been applied
so far as they will go to their payment, the court shall enter a
decree dissolving the corporation[, whereupon the existence of the
corporation shall cease]. The existence of the corporation shall
cease when a certified copy of the decree is filed with the
Secretary of State as provided by Article 7.10.
SECTION 17. Article 7.10, Texas Business Corporation Act,
is amended by adding Section B to read as follows:
B. The existence of the corporation shall cease on the
filing of the certified copy of the decree of dissolution with the
Secretary of State.
SECTION 18. Section A, Article 8.13, Texas Business
Corporation Act, is amended to read as follows:
A. If a foreign corporation authorized to transact business
in this State shall change its corporate name, or if such
corporation desires to pursue in this State purposes other than, or
in addition to, those authorized by its existing certificate of
authority, it shall procure an amended certificate of authority by
making application therefor to the Secretary of State. The
application for amendment must be filed before the 91st day after
the date of the change of name.
SECTION 19. Section B, Article 8.16, Texas Business
Corporation Act, is amended to read as follows:
B. The certificate of authority of a foreign corporation to
transact business in this state may be revoked by order of the
Secretary of State when it is established that it is in default in
any of the following particulars:
(1) The corporation has failed to file any report
within the time required by law, or has failed to pay any fees,
franchise taxes, or penalties prescribed by law when the same have
become due and payable; or
(2) The corporation has failed to maintain a
registered agent in this state as required by law; or
(3) The corporation has changed its corporate name or
has changed or added to the corporation purposes other than those
authorized in its existing certificate of authority, and has failed
to file with the Secretary of State before the 91st day [within
thirty days] after such change of name or change or addition to
purposes authorized in its existing certificate of authority became
effective, an application for an amended certificate of authority,
or that the corporation has changed its corporate name and that the
newly adopted name is not available for use in this state; or
(4) The corporation has failed to pay the filing fee
for the corporation's certificate of authority or the initial
franchise tax deposit, or the fee or tax was paid by an instrument
that was dishonored when presented by the state for payment.
SECTION 20. Part 8, Texas Business Corporation Act, is
amended by adding Article 8.19 to read as follows:
Art. 8.19. VENUE. In addition to any other venue authorized
by law, a suit under Article 8.18 of this Act may be brought in
Travis County.
SECTION 21. Section B, Article 10.02, Texas Business
Corporation Act, is amended to read as follows:
B. An offense under this article is a Class A misdemeanor
unless the actor's intent is to defraud or harm another, in which
event the offense is a state jail felony.
SECTION 22. (a) The change in law made by this Act applies
only to an offense committed on or after the effective date of this
Act. For purposes of this section, an offense is committed before
the effective date of this Act if any element of the offense occurs
before that date.
(b) An offense committed before the effective date of this
Act is covered by the law in effect when the offense was committed,
and the former law is continued in effect for that purpose.
SECTION 23. This Act takes effect September 1, 2005.