H.B. No. 2891
 
 
 
 
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.
 
 
  ______________________________ ______________________________
     President of the Senate Speaker of the House     
 
 
         I certify that H.B. No. 2891 was passed by the House on May
  13, 2015, by the following vote:  Yeas 144, Nays 0, 2 present, not
  voting.
 
  ______________________________
  Chief Clerk of the House   
 
 
         I certify that H.B. No. 2891 was passed by the Senate on May
  27, 2015, by the following vote:  Yeas 31, Nays 0.
 
  ______________________________
  Secretary of the Senate    
  APPROVED:  _____________________
                     Date          
   
            _____________________
                   Governor