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A BILL TO BE ENTITLED
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AN ACT
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relating to an entity's designation of an agent for service of |
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process, notice, or demand in an assumed business or professional |
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name certificate. |
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BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
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SECTION 1. Section 71.052, Business & Commerce Code, is |
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amended to read as follows: |
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Sec. 71.052. CONTENTS OF CERTIFICATE. The certificate must |
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state: |
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(1) the assumed name under which the business is or is |
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to be conducted or the professional service is or is to be rendered; |
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(1-a) the name and street address of the registrant's |
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agent or registered agent, as applicable, for service of process, |
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notice, or demand on the registrant; |
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(2) if the registrant is: |
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(A) an individual, the individual's full name and |
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residence address; |
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(B) a partnership: |
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(i) the venture or partnership name; |
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(ii) the venture or partnership office |
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address; |
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(iii) the full name of each joint venturer |
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or general partner; and |
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(iv) each joint venturer's or general |
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partner's residence address if the venturer or partner is an |
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individual or the joint venturer's or general partner's office |
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address if the venturer or partner is not an individual; |
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(C) an estate: |
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(i) the name of the estate; |
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(ii) the estate's office address, if any; |
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(iii) the full name of each representative |
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of the estate; and |
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(iv) each representative's residence |
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address if the representative is an individual or the |
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representative's office address if the representative is not an |
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individual; |
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(D) a real estate investment trust: |
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(i) the name of the trust; |
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(ii) the address of the trust; |
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(iii) the full name of each trustee |
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manager; and |
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(iv) each trustee manager's residence |
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address if the trustee manager is an individual or the trustee |
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manager's office address if the trustee manager is not an |
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individual; or |
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(E) a company, other than a real estate |
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investment trust: |
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(i) the name of the company; |
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(ii) the state, country, or other |
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jurisdiction under the laws of which the company was organized; and |
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(iii) the company's office address; |
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(3) the period, not to exceed 10 years, during which |
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the registrant will use the assumed name; and |
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(4) a statement specifying that the business that is |
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or will be conducted or the professional service that is or will be |
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rendered in the county under the assumed name is being or will be |
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conducted or rendered as a proprietorship, sole practitioner, |
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partnership, real estate investment trust, joint-stock company, or |
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other form of unincorporated business or professional association |
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or entity other than a limited partnership, limited liability |
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company, limited liability partnership, or foreign filing entity. |
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SECTION 2. Subchapter B, Chapter 71, Business & Commerce |
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Code, is amended by adding Section 71.0531 to read as follows: |
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Sec. 71.0531. CHANGE BY REGISTRANT TO AGENT FOR SERVICE OF |
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PROCESS. If a registrant changes the registrant's agent for |
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service of process included in the certificate filed under this |
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subchapter, the registrant shall file a statement of the change in |
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the office of the county clerk in each county in which the |
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registrant filed the certificate. |
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SECTION 3. Section 71.102, Business & Commerce Code, is |
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amended to read as follows: |
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Sec. 71.102. CONTENTS OF CERTIFICATE. The certificate must |
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state: |
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(1) the assumed name under which the business is or is |
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to be conducted or the professional service is or is to be rendered; |
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(1-a) the name and street address of the entity's |
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registered agent for service of process, notice, or demand on the |
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registrant; |
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(2) the registrant's name as stated in the |
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registrant's certificate of formation or application filed with the |
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office of the secretary of state or other comparable document; |
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(3) the state, country, or other jurisdiction under |
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the laws of which the registrant was incorporated or organized and |
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the registrant's registered or similar office address in that |
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state, country, or jurisdiction; |
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(4) the period, not to exceed 10 years, during which |
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the registrant will use the assumed name; |
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(5) a statement specifying that the registrant is: |
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(A) a for-profit corporation, nonprofit |
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corporation, professional corporation, professional association, |
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or other type of corporation; |
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(B) a limited partnership, limited liability |
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partnership, or limited liability company; or |
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(C) another type of incorporated business, |
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professional or other association, or legal entity, foreign or |
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domestic; |
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(6) the address of: |
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(A) the registrant's principal office; or |
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(B) if the registrant is not required to or does |
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not maintain a registered office in this state: |
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(i) the registrant's office in this state; |
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and |
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(ii) the registrant's place of business in |
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this state and any office of the registrant outside this state, if |
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the registrant is not incorporated or organized under the laws of |
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this state; and |
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(7) the county or counties in this state where the |
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registrant is or will be conducting business or rendering |
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professional services under the assumed name. |
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SECTION 4. Section 5.200(1), Business Organizations Code, |
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is amended to read as follows: |
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(1) "Registered agent filing" means: |
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(A) the certificate of formation or similar |
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organizational document of a domestic 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 under Section 252.011; |
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(D) an appointment of agent by a Texas financial |
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institution under Section 201.103, Finance Code; |
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(E) an appointment of agent by a defense base |
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development authority under Section 379B.004(b), Local Government |
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Code; |
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(F) a statement by a represented entity to change |
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the entity's registered agent, registered office, or both; |
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(G) a certificate of merger or certificate of |
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conversion; |
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(H) a certificate of amendment to the certificate |
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of formation or similar organizational document or the registration |
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of a represented entity; |
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(I) a restated certificate of formation or |
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similar organizational document of a represented entity; |
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(J) any other instrument that is required or |
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permitted by law to be filed by a represented entity that effects a |
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change or correction to the instruments listed in Paragraphs |
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(A)-(I); [and] |
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(K) a certificate of reinstatement filed under |
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Chapter 9 or 11; and |
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(L) an assumed name certificate filed under |
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Chapter 71, Business & Commerce Code. |
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SECTION 5. The change in law made by this Act applies only |
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to an assumed name certificate filed or renewed on or after the |
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effective date of this Act. |
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SECTION 6. This Act takes effect September 1, 2013. |