79R9682 ATP-D
By: Rose H.B. No. 2817
A BILL TO BE ENTITLED
AN ACT
relating to the identification of individuals who have been the
initial directors of corporations that have forfeited charters or
that have been involuntarily dissolved.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
SECTION 1. 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) Any provision limiting or denying to shareholders
the preemptive right to acquire additional or treasury shares of
the corporation;
(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, and any forfeiture identification numbers
assigned to, 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, and any forfeiture identification numbers assigned
to, 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 2. Part Three, Texas Business Corporation Act, is
amended by adding Article 3.07 to read as follows:
Art. 3.07. FORFEITURE IDENTIFICATION NUMBER. A. In this
article, "dissolved corporation" means a corporation that has
forfeited its charter, certificate of authority, or other rights to
do business in this state, or that has been involuntarily dissolved
under this Act, the Texas Miscellaneous Corporation Laws Act
(Article 1302-1.01 et seq., Vernon's Texas Civil Statutes), the
Texas Non-Profit Corporation Act (Article 1396-1.01 et seq.,
Vernon's Texas Civil Statutes), the Tax Code, or other law.
B. The secretary of state shall assign a unique forfeiture
identification number to each individual named as a director in the
articles of incorporation for whom a forfeiture identification
number is not listed.
C. If an individual has been named as a director in the
articles of incorporation of two or more dissolved corporations,
the secretary of state shall make the individual's name and
forfeiture identification number available to the public and shall
provide the information on an electronically searchable database on
the secretary of state's Internet website.
D. If a dissolved corporation is reinstated or has its
charter, certificate of authority, or other rights to do business
in this state revived, the reinstated or revived corporation is not
counted toward the number of dissolved corporations for which an
individual has been named as a director in the articles of
incorporation. The secretary of state shall remove an individual's
name and forfeiture identification number from the database and may
not continue to make an individual's name and forfeiture
identification number public after the date on which the
corporation is reinstated or has its charter, certificate of
authority, or other rights to do business in this state revived, if
the effect of the reinstatement or revival is that the individual
has not been named as a director in the articles of incorporation of
two or more dissolved corporations.
SECTION 3. Section A, Article 3.02, Texas Non-Profit
Corporation Act (Article 1396-3.02, Vernon's Texas Civil
Statutes), is amended to read as follows:
A. The articles of incorporation shall set forth:
(1) The name of the corporation.
(2) A statement that the corporation is a non-profit
corporation.
(3) The period of duration, which may be perpetual.
(4) The purpose or purposes for which the corporation
is organized.
(5) If the corporation is to have no members, a
statement to that effect.
(6) If management of the affairs of the corporation is
to be vested in its members, a statement to that effect.
(7) Any provision, not inconsistent with law,
including any provision which under this Act is required or
permitted to be set forth in the by-laws, which the incorporators
elect to set forth in the articles of incorporation for the
regulation of the internal affairs of the corporation.
(8) The street address of its initial registered
office and the name of its initial registered agent at such street
address.
(9) The number of directors constituting the initial
board of directors, and the names and addresses of, and any
forfeiture identification numbers assigned to, the persons who are
to serve as the initial directors unless the management of the
corporation is vested in its members, in which event a statement to
that effect shall be set forth.
(10) The name and street or post office address of each
incorporator.
(11) If the corporation is to be authorized on its
dissolution to distribute its assets in a manner other than as
provided by Article 6.02(3) of this Act, a statement describing the
manner of distribution of the corporation's assets.
SECTION 4. The Texas Non-Profit Corporation Act (Article
1396-1.01 et seq., Vernon's Texas Civil Statutes), is amended by
adding Article 3.06 to read as follows:
Art. 3.06. FORFEITURE IDENTIFICATION NUMBER. A. In this
article, "dissolved corporation" means a corporation that has
forfeited its charter, certificate of authority, or other rights to
do business in this state, or that has been involuntarily dissolved
under this Act, the Texas Business Corporation Act, the Texas
Miscellaneous Corporation Laws Act (Article 1302-1.01 et seq.,
Vernon's Texas Civil Statutes), the Tax Code, or other law.
B. The secretary of state shall assign a unique forfeiture
identification number to each individual named as a director in the
articles of incorporation for whom a forfeiture identification
number is not listed.
C. If an individual has been named as a director in the
articles of incorporation of two or more dissolved corporations,
the secretary of state shall make the individual's name and
forfeiture identification number available to the public and shall
provide the information on an electronically searchable database on
the secretary of state's Internet website.
D. If a dissolved corporation is reinstated or has its
charter, certificate of authority, or other rights to do business
in this state revived, the reinstated or revived corporation is not
counted toward the number of dissolved corporations for which an
individual has been named as a director in the articles of
incorporation. The secretary of state shall remove an individual's
name and forfeiture identification number from the database and may
not continue to make an individual's name and forfeiture
identification number public after the date on which the
corporation is reinstated or has its charter, certificate of
authority, or other rights to do business in this state revived, if
the effect of the reinstatement or revival is that the individual
has not been named as a director in the articles of incorporation of
two or more dissolved corporations.
SECTION 5. This Act applies only to an individual named as a
director in articles of incorporation filed on or after the
effective date of this Act.
SECTION 6. This Act takes effect September 1, 2005.