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A BILL TO BE ENTITLED
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AN ACT
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relating to the designation or appointment of registered agents for |
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service of process, notice, or demand for certain entities; the |
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duties of a registered agent; providing penalties. |
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BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
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SECTION 1. Section 5.201, Business Organizations Code, is |
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amended by amending subsection (b) and by adding new subsections |
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(d), (e) and (f) to read as follows: |
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(b) The registered agent: |
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(1) is an agent of the entity on whom may be served any |
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process, notice, or demand required or permitted by law to be served |
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on the entity; |
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(2) may be: |
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(A) an individual who: |
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(i) is a resident of this state; and |
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(ii) has consented to serve as the |
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registered agent of the entity; or |
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(B) an organization, other than the domestic or |
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foreign filing entity to be represented, that: |
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(i) is registered or authorized to do |
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business in this state; and |
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(ii) has consented to serve as the |
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registered agent of the entity; and |
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(3) must maintain a business office at the same address as |
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the entity's registered office. |
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(d) The appointment of an person as registered agent by an |
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organizer or managerial official of domestic or foreign filing |
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entity in a registered agent filing is an affirmation by the |
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organizer or managerial official that the person named as |
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registered agent has consented to serve as such. |
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(e) A person appointed as the registered agent of a |
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represented entity is not liable by reason of that person's |
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appointment as registered agent for the debts, liabilities and |
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obligations of the represented entity. |
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(f) The maintenance of a person named as registered agent |
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after the sale, acquisition, or transfer of a majority in interest |
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of the outstanding ownership or membership interests of a |
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represented entity is an affirmation by the governing authority of |
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the represented entity that governing authority has verified that |
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the person named as registered agent consents to continue to serve |
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as such. |
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SECTION 2. Section 5.204(a) and (d), Business Organizations |
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Code, are amended to read as follows: |
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Sec. 5.204. RESIGNATION OF REGISTERED AGENT. (a) A |
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registered agent of a filing entity or a foreign filing entity or a |
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person who has been named as an entity's registered agent without |
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the person's consent to the appointment as registered agent may |
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resign as the registered agent by giving notice to that entity and |
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to the appropriate filing officer. |
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(d) On compliance with Subsection (b) and (c), the |
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appointment of the registered agent and the registered office |
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address terminate[s]. The termination is effective on the 31st day |
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after the date the secretary of state receives the notice. |
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SECTION 3. Chapter 5, subchpater E, Business Organizations |
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Code, is amended to add new Sections 5.205, 5.206, 5.207 and 5.208 |
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to read as follows: |
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Sec. 5.205. DUTIES OF REGISTERED AGENT. (a) The only |
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duties of a person appointed as a registered agent are: |
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(1) to forward to or otherwise notify the represented |
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entity at the address most recently supplied to the agent by the |
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entity any process, notice, or demand that is served on the agent; |
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and |
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(2) to provide the notices required or permitted by |
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law to be given to the represented entity to the address most |
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recently supplied to the agent by the entity. |
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(b) A person who has been named as the registered agent for a |
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represented entity without the person's consent is not required to |
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perform the duties described in this section. |
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Sec. 5.206. DESIGNATION OF REGISTERED AGENT WITHOUT |
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AUTHORIZATION OR CONSENT; PENALTIES AND LIABILITIES. (a) Any |
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organizer, or managerial official of a represented entity, who |
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designates a person as the registered agent for that entity in a |
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registered agent filing without that person's authorization or |
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consent, commits an offense under Section 4.008. |
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(b) A person who is designated as a registered agent for a |
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represented entity and who has not consented to the appointment as |
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registered agent may recover damages, court costs, and reasonable |
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attorney's fees if the person incurs a loss and the loss is caused |
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by the person's unauthorized appointment as agent. |
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(c) A person may recover damages under subsection (b) from: |
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(1) each organizer or other person required to sign |
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the certificate of formation that designated the person as the |
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initial registered agent of the domestic represented entity; |
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(2) any managerial official of a represented entity |
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who directed the signing and filing of the registered agent filing |
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that designated the person as the entity's registered agent; or |
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(3) the represented entity that authorized the filing |
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of the registered agent filing. |
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Sec. 2.507. IMMUNITY FROM LIABILITY. (a) A person who has |
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not consented to serve as registered agent and who has been |
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designated as a registered agent of a represented entity shall not |
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be liable by reason of being named as a registered agent under a |
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judgment, decree, or order of a court, agency, or tribunal of any |
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type, or in any other manner, in this or any other state, or on any |
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other basis, for a debt, obligation, or liability of the |
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represented entity whether arising in contract, tort, or otherwise. |
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(b) A person who has not consented to serve as registered |
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agent and who has been designated as a registered agent of a |
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represented entity shall not be liable to the represented entity or |
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to a person who reasonably relied on the unauthorized designation |
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by reason of the person's failure or refusal to perform the duties |
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of a registered agent under 5.205. |
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Sec. 2.508. DEFINITIONS. For purposes of this subchapter: |
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(1) "Registered agent filing" means: |
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(A) the certificate of formation of a domestic |
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represented entity; |
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(B) the application for registration of a foreign |
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represented entity; |
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(C) an appointment of agent by an unincorporated |
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nonprofit association; |
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(D) an appointment of agent by a Texas financial |
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institution; |
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(E) a statement by a represented entity to change its |
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registered office, its registered agent, or both; |
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(F) a certificate of merger or certificate of |
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conversion; |
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(G) a certificate of amendment to the certificate of |
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formation or the registration of a represented entity; |
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(H) a restated certificate of formation of a |
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represented entity; |
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(I) any other instrument that is required or permitted |
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to be filed by a represented entity that effects a change or |
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correction to the instruments identified in Paragraphs (A) through |
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(H); and |
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(K) a certificate of reinstatement filed pursuant to |
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chapter 9 or chapter 11 of this code. |
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(2) "Represented entity" means: |
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(A) a domestic filing entity; |
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(B) an unincorporated nonprofit association for which |
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an appointment of agent has been filed; |
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(C) a Texas financial institution for which an |
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appointment of agent has been filed; |
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(D) a defense base development authority for which an |
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appointment of agent has been filed; |
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(E) any corporation, association or other |
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organization incorporated or organized under any special statute of |
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this state that is governed in whole or in part by the Business |
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Organizations Code, or to which the general corporate laws are |
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applicable. |
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(F) a foreign filing entity for which a registration |
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has been filed; |
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(G) a foreign limited liability partnership for which |
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a registration has been filed; |
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(H) a foreign financial institution for which a |
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registration has been filed; and |
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(I) any corporation, association or other |
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organization incorporated or organized under the laws of a |
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jurisdiction other than Texas that is granted authority to conduct |
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its affairs within this state under any special statute of this |
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state that is governed in whole or in part by the Business |
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Organizations Code, or to which the general corporate laws are |
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applicable. |
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SECTION 4. The changes in law made by this Act apply only to |
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the designation or appointment of a registered agent made on or |
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after the effective date of this Act. The designation or |
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appointment of a registered agent made before the effective date of |
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this Act is governed by the law in effect on the date the |
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designation or appointment was made, and the former law is |
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continued in effect for that purpose. |
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SECTION 5. This Act takes effect September 1, 2009. |