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A BILL TO BE ENTITLED
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AN ACT
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relating to the establishment of research technology corporations |
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by public institutions of higher education. |
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BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
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SECTION 1. Subtitle H, Title 3, Education Code, is amended |
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by adding Chapter 157 to read as follows: |
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CHAPTER 157. UNIVERSITY RESEARCH TECHNOLOGY CORPORATIONS. |
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Sec. 157.001. DEFINITIONS. In this chapter, "institution |
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of higher education" has the meaning assigned by Section 61.003. |
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Sec. 157.002. AUTHORITY TO CREATE CORPORATIONS. An |
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institution of higher education may create a special purpose |
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corporation for the exclusive purpose of commercializing |
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technologies owned by the institution. |
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Sec. 157.003. CERTIFICATE OF FORMATION; POWERS. (a) The |
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certificate of formation must state name of the corporation, the |
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purposes of the corporation, and other information required by law. |
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The corporation has the powers provided by Chapter 21, Business |
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Organizations Code. |
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Sec. 157.004. MANAGEMENT. (a) The institution of higher |
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education shall name the persons constituting the initial board of |
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directors of the corporation. Directors other than the initial |
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directors shall be named at an annual meeting of the corporation. |
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(b) The board of directors shall appoint a president, |
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treasurer, and other officers considered necessary. |
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Sec. 157.005. MEMBERS; CAPITAL CONTRIBUTIONS. (a) The |
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corporation shall have members. |
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(b) Any person admitted as member of the corporation must |
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make a capital contribution to the corporation in an amount set by |
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the board of directors. The institution of higher education is a |
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member of the corporation, but is not required to make a capital |
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contribution. |
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(c) The corporation shall apportion voting rights to |
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members in proportion to the member's capital contribution. |
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Sec. 157.006. TECHNOLOGY LICENSING. The institution may |
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license to the corporation any technology owned by the institution. |
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Sec. 157.007. REQUIRED OPERATIONS IN TEXAS. The principal |
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offices of the corporation must be in this state and the majority of |
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any products manufactured by or under contract with the corporation |
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must be manufactured in this state. |
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Sec. 157.008. DURATION. The corporation is limited in |
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duration to 15 years. On expiration of the corporation, the |
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corporation may file a restated and amended certificate of |
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formation under which the corporation becomes a for-profit |
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corporation governed by Chapter 21, Business Organizations Code. |
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Sec. 157.009. TAX EXEMPT. (a) The corporation is exempt |
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from taxation under the laws of this state to the same extent that |
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the organizing institution is exempt. |
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(b) In the event that, under a restated certificate of |
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formation under Section 1571.008, the corporation relocates its |
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principal offices or the majority of manufacturing operations |
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outside this state, the corporation is liable to the state for an |
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amount equal to the any taxes, including property taxes or business |
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taxes, for which the corporation would have been liable for the five |
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years preceding the relocation. The comptroller of public accounts |
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shall determine the corporation's liability and assess the amount |
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owed. Amounts received under this section shall be deposited in the |
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state treasury to the credit of the general revenue fund. |
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SECTION 2. This Act takes effect immediately if it receives |
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the vote of two-thirds of all the members elected to each house, as |
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provided by Section 39, Article III, Texas Constitution. If this |
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Act does not receive the vote necessary for immediate effect, this |
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Act takes effect September 1, 2013. |