By: Otto, Murr, Fallon H.B. No. 2891

A BILL TO BE ENTITLED

AN ACT

relating to certain filing and reporting requirements for certain taxable entities.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:

SECTION 1. Section 4.156, Business Organizations Code, is amended to read as follows:

Sec. 4.156. FILING FEES: PROFESSIONAL ASSOCIATIONS. For a filing by or for a professional association, the secretary of state shall impose the following fees:

(1) for filing a certificate of formation or an application for registration as a foreign professional association, $750; and

(2) [for filing an annual statement, $35; and

[(3)] for filing any other instrument, the fee provided for the filing of a similar instrument under Section 4.152.

SECTION 2. Section 153.301, Business Organizations Code, is amended to read as follows:

Sec. 153.301. PERIODIC REPORT. The secretary of state may require a domestic limited partnership or a foreign limited partnership registered to transact business in this state that is not required to file a public information report with the comptroller under Section 171.203, Tax Code, to file a report not more than once every four years as required by this subchapter.

SECTION 3. Sections 171.203(a), (b), (d), and (e), Tax Code, are amended to read as follows:

(a) A corporation, [or] limited liability company, limited partnership, or professional association on which the franchise tax is imposed, regardless of whether the entity [corporation or limited liability company] is required to pay any tax, shall file a report with the comptroller containing:

(1) the name of each corporation, [or] limited liability company, limited partnership, or professional association in which the corporation, [or] limited liability company, limited partnership, or professional association filing the report owns a 10 percent or greater interest and the percentage owned by the entity [corporation or limited liability company];

(2) the name of each corporation, [or] limited liability company, limited partnership, or professional association that owns a 10 percent or greater interest in the corporation, [or] limited liability company, limited partnership, or professional association filing the report;

(3) the name, title, and mailing address of each person who is:

(A) an officer or director of the corporation, [or] limited liability company, or professional association on the date the report is filed and the expiration date of each person's term as an officer or director, if any; and

(B) a general partner of the limited partnership on the date the report is filed;

(4) the name and address of the agent of the corporation, [or] limited liability company, limited partnership, or professional association designated under Section 171.354; and

(5) the address of the corporation's, [or] limited liability company's, limited partnership's, or professional association's principal office and principal place of business.

(b) The corporation, [or] limited liability company, limited partnership, or professional association shall file the report once a year on a form prescribed by the comptroller.

(d) The corporation, [or] limited liability company, limited partnership, or professional association shall send a copy of the report to each person named in the report under Subsection (a)(3) who is not currently employed by the corporation, [or] limited liability company, limited partnership, or professional association or a related entity [corporation or limited liability company] listed in Subsection (a)(1) or (2). An officer or director of the corporation, [or] limited liability company, or professional association, a general partner of the limited partnership, or another authorized person must sign the report under a certification that:

(1) all information contained in the report is true and correct to the best of the person's knowledge; and

(2) a copy of the report has been mailed to each person identified in this subsection on the date the return is filed.

(e) If a person's name is included in a report under Subsection (a)(3) and the person is not an officer or director of the corporation, [or] limited liability company, or professional association, or a general partner of the limited partnership, as applicable, on the date the report is filed, the person may file with the comptroller a sworn statement disclaiming the person's status as shown on the report. The comptroller shall maintain a record of statements filed under this subsection and shall make that information available on request using the same procedures the comptroller uses for other requests for public information.

SECTION 4. Section 302.012, Business Organizations Code, is repealed.

SECTION 5. (a) Section 153.301, Business Organizations Code, as amended by this Act, applies only to a report required to be filed on or after the effective date of this Act. A report required to be filed before the effective date of this Act is governed by the law in effect on the date the report is due, and the former law is continued in effect for that purpose.

(b) Section 4.156, Business Organizations Code, as amended by this Act, and Section 302.012, Business Organizations Code, as repealed by this Act, apply only to an annual statement required to be filed on or after the effective date of this Act. An annual statement required to be filed before the effective date of this Act is governed by the law in effect on the date the statement is due, and the former law is continued in effect for that purpose.

SECTION 6. This Act takes effect January 1, 2016.