By: Solomons H.B. No. 1787
A BILL TO BE ENTITLED
AN ACT
relating to the designation or appointment of registered agents for
service of process, notice, or demand for certain entities; the
duties of a registered agent; providing penalties.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
SECTION 1. Section 5.201, Business Organizations Code, is
amended by amending subsection (b) and by adding new subsections
(d), (e) and (f) to read as follows:
(b) The registered agent:
(1) is an agent of the entity on whom may be served any
process, notice, or demand required or permitted by law to be served
on the entity;
(2) may be:
(A) an individual who:
(i) is a resident of this state; and
(ii) has consented to serve as the
registered agent of the entity; or
(B) an organization, other than the domestic or
foreign filing entity to be represented, that:
(i) is registered or authorized to do
business in this state; and
(ii) has consented to serve as the
registered agent of the entity; and
(3) must maintain a business office at the same address as
the entity's registered office.
(d) The appointment of an person as registered agent by an
organizer or managerial official of domestic or foreign filing
entity in a registered agent filing is an affirmation by the
organizer or managerial official that the person named as
registered agent has consented to serve as such.
(e) A person appointed as the registered agent of a
represented entity is not liable by reason of that person's
appointment as registered agent for the debts, liabilities and
obligations of the represented entity.
(f) The maintenance of a person named as registered agent
after the sale, acquisition, or transfer of a majority in interest
of the outstanding ownership or membership interests of a
represented entity is an affirmation by the governing authority of
the represented entity that governing authority has verified that
the person named as registered agent consents to continue to serve
as such.
SECTION 2. Section 5.204(a) and (d), Business Organizations
Code, are amended to read as follows:
Sec. 5.204. RESIGNATION OF REGISTERED AGENT. (a) A
registered agent of a filing entity or a foreign filing entity or a
person who has been named as an entity's registered agent without
the person's consent to the appointment as registered agent may
resign as the registered agent by giving notice to that entity and
to the appropriate filing officer.
(d) On compliance with Subsection (b) and (c), the
appointment of the registered agent and the registered office
address terminate[s]. The termination is effective on the 31st day
after the date the secretary of state receives the notice.
SECTION 3. Chapter 5, subchpater E, Business Organizations
Code, is amended to add new Sections 5.205, 5.206, 5.207 and 5.208
to read as follows:
Sec. 5.205. DUTIES OF REGISTERED AGENT. (a) The only
duties of a person appointed as a registered agent are:
(1) to forward to or otherwise notify the represented
entity at the address most recently supplied to the agent by the
entity any process, notice, or demand that is served on the agent;
and
(2) to provide the notices required or permitted by
law to be given to the represented entity to the address most
recently supplied to the agent by the entity.
(b) A person who has been named as the registered agent for a
represented entity without the person's consent is not required to
perform the duties described in this section.
Sec. 5.206. DESIGNATION OF REGISTERED AGENT WITHOUT
AUTHORIZATION OR CONSENT; PENALTIES AND LIABILITIES. (a) Any
organizer, or managerial official of a represented entity, who
designates a person as the registered agent for that entity in a
registered agent filing without that person's authorization or
consent, commits an offense under Section 4.008.
(b) A person who is designated as a registered agent for a
represented entity and who has not consented to the appointment as
registered agent may recover damages, court costs, and reasonable
attorney's fees if the person incurs a loss and the loss is caused
by the person's unauthorized appointment as agent.
(c) A person may recover damages under subsection (b) from:
(1) each organizer or other person required to sign
the certificate of formation that designated the person as the
initial registered agent of the domestic represented entity;
(2) any managerial official of a represented entity
who directed the signing and filing of the registered agent filing
that designated the person as the entity's registered agent; or
(3) the represented entity that authorized the filing
of the registered agent filing.
Sec. 2.507. IMMUNITY FROM LIABILITY. (a) A person who has
not consented to serve as registered agent and who has been
designated as a registered agent of a represented entity shall not
be liable by reason of being named as a registered agent under a
judgment, decree, or order of a court, agency, or tribunal of any
type, or in any other manner, in this or any other state, or on any
other basis, for a debt, obligation, or liability of the
represented entity whether arising in contract, tort, or otherwise.
(b) A person who has not consented to serve as registered
agent and who has been designated as a registered agent of a
represented entity shall not be liable to the represented entity or
to a person who reasonably relied on the unauthorized designation
by reason of the person's failure or refusal to perform the duties
of a registered agent under 5.205.
Sec. 2.508. DEFINITIONS. For purposes of this subchapter:
(1) "Registered agent filing" means:
(A) the certificate of formation of a domestic
represented entity;
(B) the application for registration of a foreign
represented entity;
(C) an appointment of agent by an unincorporated
nonprofit association;
(D) an appointment of agent by a Texas financial
institution;
(E) a statement by a represented entity to change its
registered office, its registered agent, or both;
(F) a certificate of merger or certificate of
conversion;
(G) a certificate of amendment to the certificate of
formation or the registration of a represented entity;
(H) a restated certificate of formation of a
represented entity;
(I) any other instrument that is required or permitted
to be filed by a represented entity that effects a change or
correction to the instruments identified in Paragraphs (A) through
(H); and
(K) a certificate of reinstatement filed pursuant to
chapter 9 or chapter 11 of this code.
(2) "Represented entity" means:
(A) a domestic filing entity;
(B) an unincorporated nonprofit association for which
an appointment of agent has been filed;
(C) a Texas financial institution for which an
appointment of agent has been filed;
(D) a defense base development authority for which an
appointment of agent has been filed;
(E) any corporation, association or other
organization incorporated or organized under any special statute of
this state that is governed in whole or in part by the Business
Organizations Code, or to which the general corporate laws are
applicable.
(F) a foreign filing entity for which a registration
has been filed;
(G) a foreign limited liability partnership for which
a registration has been filed;
(H) a foreign financial institution for which a
registration has been filed; and
(I) any corporation, association or other
organization incorporated or organized under the laws of a
jurisdiction other than Texas that is granted authority to conduct
its affairs within this state under any special statute of this
state that is governed in whole or in part by the Business
Organizations Code, or to which the general corporate laws are
applicable.
SECTION 4. The changes in law made by this Act apply only to
the designation or appointment of a registered agent made on or
after the effective date of this Act. The designation or
appointment of a registered agent made before the effective date of
this Act is governed by the law in effect on the date the
designation or appointment was made, and the former law is
continued in effect for that purpose.
SECTION 5. This Act takes effect September 1, 2009.