84R17440 TJB/CLG-F
 
  By: Elkins H.B. No. 590
 
  Substitute the following for H.B. No. 590:
 
  By:  Elkins C.S.H.B. No. 590
 
 
 
A BILL TO BE ENTITLED
 
AN ACT
  relating to the creation of research technology corporations for
  the development and commercialization of technologies owned by
  institutions of higher education or by certain medical centers with
  members that are institutions of higher education; providing for
  tax exemptions; providing a penalty.
         BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
         SECTION 1.  Subtitle H, Title 3, Education Code, is amended
  by adding Chapter 157 to read as follows:
  CHAPTER 157.  UNIVERSITY RESEARCH TECHNOLOGY CORPORATIONS
         Sec. 157.001.  PURPOSE AND FINDINGS. The legislature finds
  that the development and commercialization of technology owned by
  public and private institutions of higher education and by medical
  centers associated with those institutions are critical components
  of the educational and research missions of those institutions and
  key contributors to the economic development and well-being of this
  state. The activities authorized by this chapter directly support
  those important public purposes.
         Sec. 157.002.  DEFINITIONS. In this chapter:
               (1)  "Contribution" has the meaning assigned by Section
  1.002, Business Organizations Code.
               (2)  "Institution of higher education" means an
  institution of higher education or a private or independent
  institution of higher education as those terms are defined by
  Section 61.003.
               (3)  "Medical center development corporation" means a
  nonprofit corporation that is eligible to claim an ad valorem tax
  exemption under Section 11.23(j-1), Tax Code, for all or any part of
  the corporation's properties.
               (4)  "Qualified medical center," with respect to an
  institution of higher education, means a medical center development
  corporation that includes among its member institutions, as
  described in the corporation's books and records, one or more
  institutions of higher education, regardless of whether those
  institutions of higher education have membership status in the
  qualified medical center for purposes of the Business Organizations
  Code.
               (5)  "Technology" means the application of scientific
  knowledge for practical purposes and includes inventions,
  discoveries, patents, trade secrets, copyrighted materials, tools,
  machines, materials, processes to do work, processes to produce
  goods, processes to perform services, processes to carry out other
  useful activities, trademarks, and computer software.
         Sec. 157.003.  CREATION OF SPECIAL-PURPOSE CORPORATION. (a)  
  Any person having the capacity to be an organizer of a corporation
  as provided by Section 3.004, Business Organizations Code, may
  create a special-purpose corporation for the exclusive purpose of
  developing and commercializing one or more technologies owned
  wholly or partly by an institution of higher education. To create
  the special-purpose corporation, an organizer of the corporation
  must present to the secretary of state written evidence that the
  organizer has a license to develop and commercialize a specific
  technology owned wholly or partly by an institution of higher
  education. The license may be conditioned on the creation of the
  special-purpose corporation.
         (b)  A person described by Subsection (a) may create a
  special-purpose corporation for the exclusive purpose of
  developing and commercializing technology owned wholly or partly by
  a qualified medical center.
         (c)  A special-purpose corporation created under Subsection
  (b) may be created in the same form and manner as a special-purpose
  corporation created under Subsection (a). To that extent, a
  qualified medical center that owns wholly or partly the technology
  for which a special-purpose corporation is created under Subsection
  (b) is governed by the same provisions of this chapter that are
  applicable to an institution of higher education.
         (d)  A corporation created under this chapter that engages in
  other purposes that are not incidental to the purposes authorized
  by this section is not entitled to the benefits of this chapter,
  including any tax exemption authorized by Section 157.008.
         (e)  The certificate of formation of a corporation created
  under this chapter must state that the corporation is governed by
  this chapter and state the name and purposes of the corporation and
  other information required by law. Except as otherwise provided by
  this chapter, a corporation created under this chapter is governed
  by Chapters 20 and 21, Business Organizations Code, and Title 1 of
  that code.
         (f)  The organizers of a corporation created under this
  chapter shall register the corporation with the comptroller.
         Sec. 157.004.  MANAGEMENT OF CORPORATION; RIGHTS OF CREATING
  INSTITUTION. (a)  The organizers of a corporation created under
  this chapter shall name the persons constituting the initial board
  of directors of the corporation.  Directors other than the initial
  directors shall be determined as provided by Chapter 21, Business
  Organizations Code.
         (b)  An institution of higher education that owns wholly or
  partly the technology for which a corporation is created under this
  chapter must at all times be a shareholder in the corporation. The
  institution of higher education shall be issued shares in the
  corporation when the corporation is created as agreed on by the
  organizers of the corporation according to any contribution of the
  institution.
         (c)  The institution of higher education described by
  Subsection (b) may be issued shares in the corporation in exchange
  for the contribution of rights in the technology of the institution
  of higher education or of other contractual obligations, as agreed
  on by the corporation's board of directors.
         Sec. 157.005.  TECHNOLOGY LICENSING. The institution of
  higher education that owns wholly or partly the technology for
  which a corporation is created under this chapter may license to the
  corporation any technology owned by the institution of higher
  education.
         Sec. 157.006.  REQUIRED OPERATIONS IN TEXAS. The principal
  offices of the corporation must be located in this state, and more
  than 50 percent of any goods produced or services performed by the
  corporation must be produced or performed in this state.
         Sec. 157.007.  DURATION. (a)  A corporation created under
  this chapter is limited in duration to 15 years. At the expiration
  of that period, the corporation may file a restated and amended
  certificate of formation under which the corporation continues in
  existence as a for-profit corporation governed by Chapters 20 and
  21, Business Organizations Code, and Title 1 of that code.  A
  corporation that files a restated and amended certificate of
  formation as authorized by this subsection is not governed by the
  other provisions of this chapter, except that the corporation must
  comply with Section 157.008 to obtain a tax exemption authorized by
  that section and is subject to the penalty provided by Section
  157.009 for noncompliance.
         (b)  Subsection (a) does not limit the time or manner in
  which the corporation may be terminated as otherwise provided by
  law.
         Sec. 157.008.  TAX-EXEMPT STATUS OF CORPORATION. (a)  This
  section applies only to a corporation created under this chapter,
  including a corporation that files a restated and amended
  certificate of formation as authorized by Section 157.007, that:
               (1)  is engaged exclusively in developing and
  commercializing one or more technologies owned wholly or partly by
  an institution of higher education or by a qualified medical
  center, including activities that are incidental to developing and
  commercializing those technologies; and
               (2)  complies with Section 157.006.
         (b)  The corporation is entitled to an exemption from ad
  valorem taxation of real and tangible personal property as provided
  by Section 11.232, Tax Code.
         (c)  The corporation is exempted from the sales and use tax
  imposed by Chapter 151, Tax Code, as provided by Section 151.3183 of
  that code.
         (d)  The corporation is exempted from the franchise tax
  imposed by Chapter 171, Tax Code, as provided by Section 171.089 of
  that code.
         (e)  This section does not limit the eligibility of the
  corporation for any other available tax benefit, including a tax
  benefit under Chapter 312 or 313, Tax Code.
         (f)  The corporation must maintain a complete record of all
  taxes for which the corporation would have been liable if the
  corporation had not been entitled to the exemptions authorized by
  this section.  The corporation shall report that information
  annually to the comptroller in the form and manner required by the
  comptroller.
         (g)  The comptroller shall adopt rules necessary to
  implement this section and administer the exemptions under
  Subsections (c) and (d).
         Sec. 157.009.  PENALTY FOR NONCOMPLIANCE WITH CORPORATE
  OPERATIONS REQUIREMENTS.  (a)  A corporation created under this
  chapter, including a corporation that files a restated and amended
  certificate of formation as authorized by Section 157.007, that
  ceases to comply with Section 157.006 is liable to the state for a
  penalty in an amount equal to any taxes, including ad valorem taxes,
  for which the corporation received an exemption under Section
  157.008 for the four calendar years preceding the year in which the
  noncompliance began.  The comptroller shall determine the
  corporation's liability for the penalty and assess the amount owed.
         (b)  A penalty assessed under this section is due on the date
  designated by the comptroller, not later than the 90th day after the
  date assessed, and shall be collected in the same manner as a state
  tax. A lien exists on any property of the corporation to secure the
  payment of any amount assessed under this section. The comptroller
  is entitled to collect interest and penalties on the unpaid amount
  of a delinquent penalty in the same manner as the manner prescribed
  for the collection of a delinquent state tax.  The comptroller by
  rule shall establish the methods of payment and shall adopt other
  rules necessary to administer and enforce this section.
         (c)  Amounts received under this section shall be deposited
  in the state treasury to the credit of the general revenue fund.
         Sec. 157.010.  CONFLICT WITH BUSINESS ORGANIZATIONS CODE.
  To the extent of any conflict between a provision of this chapter
  and a provision of the Business Organizations Code, the provision
  of this chapter controls.
         SECTION 2.  Subchapter B, Chapter 11, Tax Code, is amended by
  adding Section 11.232 to read as follows:
         Sec. 11.232.  PROPERTY OWNED BY OR LEASED TO UNIVERSITY
  RESEARCH TECHNOLOGY CORPORATION. (a)  In this section,
  "institution of higher education," "medical center development
  corporation," "qualified medical center," and "technology" have
  the meanings assigned by Section 157.002, Education Code.
         (b)  Except as provided by Subsection (c), a corporation that
  qualifies as a university research technology corporation as
  provided by Subsection (g) is entitled to an exemption from ad
  valorem taxation of:
               (1)  the real and tangible personal property owned by
  the corporation that is used for a purpose described by Subsection
  (g)(2); and
               (2)  the real property owned by the corporation that
  consists of:
                     (A)  an incomplete improvement that is under
  active construction or other physical preparation to make the
  property suitable to be used for a purpose described by Subsection
  (g)(2); and
                     (B)  the land on which the incomplete improvement
  is located that will be reasonably necessary for the corporation's
  use of the improvement.
         (c)  A qualified university research technology corporation
  is not entitled to an exemption from taxation of real or tangible
  personal property:
               (1)  owned by an organizer or director of the
  corporation before the creation of the corporation; and
               (2)  subject to taxation in this state before being
  devoted exclusively to a purpose described by Subsection (g)(2).
         (d)  Notwithstanding Subsection (c), a qualified university
  research technology corporation is entitled to an exemption from
  taxation of the value of that portion of an improvement that
  consists of an expansion of an improvement described by that
  subsection if the improvement is devoted exclusively to a purpose
  described by Subsection (g)(2).
         (e)  A medical center development corporation is entitled to
  an exemption from taxation of the corporation's real and tangible
  personal property that is leased to or used or occupied primarily by
  a qualified university research technology corporation and used
  exclusively for a purpose described by Subsection (g)(2).
         (f)  Notwithstanding Section 25.07, a qualified university
  research technology corporation is entitled to an exemption from
  taxation of a possessory interest in property described by
  Subsection (e).
         (g)  To qualify as a university research technology
  corporation for purposes of this section, a corporation must:
               (1)  be a corporation created under Chapter 157,
  Education Code, including a corporation created under that chapter
  that files a restated and amended certificate of formation as
  authorized by Section 157.007 of that code;
               (2)  be engaged exclusively in developing and
  commercializing one or more technologies owned wholly or partly by
  an institution of higher education or by a qualified medical
  center, including activities that are incidental to developing and
  commercializing those technologies; and
               (3)  be in compliance with Section 157.006, Education
  Code.
         SECTION 3.  Section 11.42(d), Tax Code, is amended to read as
  follows:
         (d)  A person who acquires property after January 1 of a tax
  year may receive an exemption authorized by Section 11.17, 11.18,
  11.19, 11.20, 11.21, 11.23, 11.231, 11.232, or 11.30 for the
  applicable portion of that tax year immediately on qualification
  for the exemption.
         SECTION 4.  The heading to Section 26.113, Tax Code, is
  amended to read as follows:
         Sec. 26.113.  PRORATING TAXES--ACQUISITION BY NONPROFIT
  ORGANIZATION OR UNIVERSITY RESEARCH TECHNOLOGY CORPORATION.
         SECTION 5.  Subchapter H, Chapter 151, Tax Code, is amended
  by adding Section 151.3183 to read as follows:
         Sec. 151.3183.  UNIVERSITY RESEARCH TECHNOLOGY CORPORATION.
  (a)  In this section, "university research technology corporation"
  means a corporation described by Section 157.008(a), Education
  Code.
         (b)  A taxable item sold, leased, or rented to, or stored,
  used, or consumed by, a university research technology corporation
  is exempted from the taxes imposed by this chapter if the item is
  classified by the corporation as a capital asset.  An item is
  considered to be classified by the corporation as a capital asset if
  the item is considered to be a capital asset according to generally
  accepted accounting principles adopted by the Financial Accounting
  Standards Board and is recognized by the corporation as a capital
  asset on the corporation's federal income tax returns.
         (c)  The comptroller shall adopt rules necessary to
  implement this section, including rules to ensure that a taxable
  item with respect to which an exemption from the taxes imposed by
  this chapter is granted under this section meets the requirements
  of Subsection (b).
         SECTION 6.  Subchapter B, Chapter 171, Tax Code, is amended
  by adding Section 171.089 to read as follows:
         Sec. 171.089.  EXEMPTION--UNIVERSITY RESEARCH TECHNOLOGY
  CORPORATION.  (a)  In this section, "university research technology
  corporation" means a corporation described by Section 157.008(a),
  Education Code.
         (b)  A university technology research corporation is
  exempted from the franchise tax.
         SECTION 7.  Section 11.232, Tax Code, as added by this Act,
  applies only to an ad valorem tax year that begins on or after the
  effective date of this Act.
         SECTION 8.  Section 151.3183, Tax Code, as added by this Act,
  does not affect tax liability accruing before the effective date of
  this Act. That liability continues in effect as if this Act had not
  been enacted, and the former law is continued in effect for the
  collection of taxes due and for civil and criminal enforcement of
  the liability for those taxes.
         SECTION 9.  The change in law made by this Act to Chapter
  171, Tax Code, applies only to a report originally due on or after
  the effective date of this Act.
         SECTION 10.  (a)  Except as provided by Subsection (b) of
  this section, this Act takes effect January 1, 2016.
         (b)  Section 157.008(b), Education Code, and Section 11.232,
  Tax Code, as added by this Act, and Sections 11.42(d) and 26.113,
  Tax Code, as amended by this Act, take effect January 1, 2016, but
  only if the constitutional amendment proposed by the 84th
  Legislature, Regular Session, 2015, authorizing the legislature to
  provide for an exemption from ad valorem taxation of certain
  property owned by or leased to or by a university research
  technology corporation is approved by the voters.  If that
  amendment is not approved by the voters, Section 157.008(b),
  Education Code, and Section 11.232, Tax Code, as added by this Act,
  and Sections 11.42(d) and 26.113, Tax Code, as amended by this Act,
  have no effect.