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AN ACT
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relating to the information required to be included in the |
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certificate of formation of a filing entity. |
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BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
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SECTION 1. Section 3.005(a), Business Organizations Code, |
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is amended to read as follows: |
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(a) The certificate of formation must state: |
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(1) the name of the filing entity being formed; |
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(2) the type of filing entity being formed; |
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(3) for filing entities other than limited |
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partnerships, the purpose or purposes for which the filing entity |
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is formed, which may be stated to be or include any lawful purpose |
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for that type of entity; |
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(4) for filing entities other than limited |
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partnerships, the period of duration, if the entity is not formed to |
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exist perpetually and is intended to have a specific period of |
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duration; |
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(5) the street address of the initial registered |
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office of the filing entity and the name of the initial registered |
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agent of the filing entity at the office; |
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(6) the initial mailing address of the filing entity; |
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(7) the name and address of each: |
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(A) organizer for the filing entity, unless the |
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entity is formed under a plan of conversion or merger; |
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(B) general partner, if the filing entity is a |
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limited partnership; or |
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(C) trust manager, if the filing entity is a real |
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estate investment trust; |
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(8) [(7)] if the filing entity is formed under a plan |
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of conversion or merger, a statement to that effect and, if formed |
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under a plan of conversion, the name, address, date of formation, |
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prior form of organization, and jurisdiction of formation of the |
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converting entity; and |
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(9) [(8)] any other information required by this code |
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to be included in the certificate of formation for the filing |
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entity. |
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SECTION 2. The change in law made by this Act applies only |
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to a certificate of formation filed on or after the effective date |
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of this Act. A certificate of formation filed before the effective |
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date of this Act is governed by the law in effect on the date on |
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which the certificate of formation was filed, and the former law is |
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continued in effect for that purpose. |
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SECTION 3. This Act takes effect January 1, 2022. |
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______________________________ |
______________________________ |
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President of the Senate |
Speaker of the House |
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I certify that H.B. No. 3131 was passed by the House on May 6, |
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2021, by the following vote: Yeas 144, Nays 1, 2 present, not |
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voting; and that the House concurred in Senate amendments to H.B. |
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No. 3131 on May 28, 2021, by the following vote: Yeas 147, Nays 0, |
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1 present, not voting. |
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______________________________ |
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Chief Clerk of the House |
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I certify that H.B. No. 3131 was passed by the Senate, with |
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amendments, on May 24, 2021, by the following vote: Yeas 30, Nays |
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0. |
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______________________________ |
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Secretary of the Senate |
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APPROVED: __________________ |
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Date |
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__________________ |
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Governor |