Texas 2009 - 81st Regular

Texas House Bill HB1787 Compare Versions

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1	1	H.B. No. 1787
2	2
3	3
4	4	AN ACT
5	5	relating to the designation or appointment of registered agents for
6	6	service of process, notice, or demand on certain entities or
7	7	associations.
8	8	BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
9	9	SECTION 1. Subchapter E, Chapter 5, Business Organizations
10	10	Code, is amended by adding Section 5.200 to read as follows:
11	11	Sec. 5.200. DEFINITIONS. In this subchapter:
12	12	(1) "Registered agent filing" means:
13	13	(A) the certificate of formation or similar
14	14	organizational document of a domestic represented entity;
15	15	(B) the application for registration of a foreign
16	16	represented entity;
17	17	(C) an appointment of agent by an unincorporated
18	18	nonprofit association under Section 252.011;
19	19	(D) an appointment of agent by a Texas financial
20	20	institution under Section 201.103, Finance Code;
21	21	(E) an appointment of agent by a defense base
22	22	development authority under Section 379B.004(b), Local Government
23	23	Code;
24	24	(F) a statement by a represented entity to change
25	25	the entity's registered agent, registered office, or both;
26	26	(G) a certificate of merger or certificate of
27	27	conversion;
28	28	(H) a certificate of amendment to the certificate
29	29	of formation or similar organizational document or the registration
30	30	of a represented entity;
31	31	(I) a restated certificate of formation or
32	32	similar organizational document of a represented entity;
33	33	(J) any other instrument that is required or
34	34	permitted by law to be filed by a represented entity that effects a
35	35	change or correction to the instruments listed in Paragraphs
36	36	(A)-(I); and
37	37	(K) a certificate of reinstatement filed under
38	38	Chapter 9 or 11.
39	39	(2) "Represented domestic entity" means:
40	40	(A) a filing entity;
41	41	(B) an unincorporated nonprofit association for
42	42	which an appointment of agent has been filed;
43	43	(C) a Texas financial institution for which an
44	44	appointment of agent has been filed;
45	45	(D) a defense base development authority for
46	46	which an appointment of agent has been filed; or
47	47	(E) any corporation, association, or other
48	48	organization incorporated or organized under any special statute of
49	49	this state, that is governed wholly or partly by this code, or to
50	50	which the general corporate laws are applicable.
51	51	(3) "Represented entity" means a represented domestic
52	52	entity or represented foreign entity.
53	53	(4) "Represented foreign entity" means:
54	54	(A) a foreign filing entity for which a
55	55	registration has been filed;
56	56	(B) a foreign limited liability partnership for
57	57	which a registration has been filed;
58	58	(C) a foreign financial institution for which a
59	59	registration has been filed; or
60	60	(D) any corporation, association, or other
61	61	organization incorporated or organized under the laws of a
62	62	jurisdiction other than this state that is granted authority to
63	63	conduct its affairs in this state under any special statute of this
64	64	state, that is governed wholly or partly by this code, or to which
65	65	the general corporate laws are applicable.
66	66	SECTION 2. Section 5.201(b), Business Organizations Code,
67	67	is amended to read as follows:
68	68	(b) The registered agent:
69	69	(1) is an agent of the entity on whom may be served any
70	70	process, notice, or demand required or permitted by law to be served
71	71	on the entity;
72	72	(2) may be:
73	73	(A) an individual who:
74	74	(i) is a resident of this state; and
75	75	(ii) has consented in a written or
76	76	electronic form to be developed by the office of the secretary of
77	77	state to serve as the registered agent of the entity; or
78	78	(B) an organization, other than the filing entity
79	79	or foreign filing entity to be represented, that:
80	80	(i) is registered or authorized to do
81	81	business in this state; and
82	82	(ii) has consented in a written or
83	83	electronic form to be developed by the office of the secretary of
84	84	state to serve as the registered agent of the entity; and
85	85	(3) must maintain a business office at the same
86	86	address as the entity's registered office.
87	87	SECTION 3. Subchapter E, Chapter 5, Business Organizations
88	88	Code, is amended by adding Section 5.2011 to read as follows:
89	89	Sec. 5.2011. CONSENT TO SERVE AS REGISTERED AGENT. (a) The
90	90	designation or appointment of a person as registered agent by an
91	91	organizer or managerial official of an entity in a registered agent
92	92	filing is an affirmation by the organizer or managerial official
93	93	that the person named as registered agent has consented to serve in
94	94	that capacity.
95	95	(b) If a person designated or appointed as registered agent
96	96	in a registered agent filing before the sale, acquisition, or
97	97	transfer of a majority-in-interest or majority interest of the
98	98	outstanding ownership or membership interests of the represented
99	99	entity continues to serve in that capacity after the sale,
100	100	acquisition, or transfer, the person's continuation of service is
101	101	an affirmation by the governing authority of the represented entity
102	102	that the governing authority has verified that the person named as
103	103	registered agent has consented to continue to serve in that
104	104	capacity.
105	105	SECTION 4. Section 5.204(d), Business Organizations Code,
106	106	is amended to read as follows:
107	107	(d) On compliance with Subsections (b) and (c), the
108	108	appointment of the registered agent and the designation of the
109	109	registered office terminate [terminates]. The termination is
110	110	effective on the 31st day after the date the secretary of state
111	111	receives the notice.
112	112	SECTION 5. Subchapter E, Chapter 5, Business Organizations
113	113	Code, is amended by adding Sections 5.205, 5.206, 5.207, and 5.208
114	114	to read as follows:
115	115	Sec. 5.205. REJECTION OF APPOINTMENT. (a) A person
116	116	designated or appointed as an entity's registered agent in a
117	117	registered agent filing without the person's consent may terminate
118	118	the person's appointment or designation as registered agent by
119	119	filing a statement of rejection of appointment with the filing
120	120	officer.
121	121	(b) The statement of rejection of appointment must:
122	122	(1) be signed by the person named as registered agent;
123	123	(2) contain the name of the represented entity; and
124	124	(3) contain a statement certifying that the person did
125	125	not consent to serve as the represented entity's registered agent
126	126	on the date on which the registered agent filing on which the person
127	127	is named as registered agent took effect.
128	128	(c) On acceptance of the statement of rejection of
129	129	appointment by the filing officer, the designation or appointment
130	130	of that person as registered agent and the designation of the
131	131	registered office terminate.
132	132	(d) On termination of the designation or appointment of a
133	133	registered agent and the designation of the registered office, the
134	134	secretary of state shall send notice to the represented entity of
135	135	the necessity to designate or appoint a new registered agent and
136	136	registered office in accordance with Section 9.101 or 11.251, as
137	137	applicable.
138	138	(e) The filing officer may not charge a fee for the filing of
139	139	a statement of rejection of appointment.
140	140	Sec. 5.206. DUTIES OF REGISTERED AGENT. (a) The only
141	141	duties of a registered agent are to:
142	142	(1) receive or accept, and forward to the represented
143	143	entity at the address most recently provided to the registered
144	144	agent by the represented entity, or otherwise notify the
145	145	represented entity at that address regarding, any process, notice,
146	146	or demand that is served on or received by the registered agent; and
147	147	(2) provide the notices required or permitted by law
148	148	to be given to the represented entity to the address most recently
149	149	provided to the registered agent by the represented entity.
150	150	(b) A person named as the registered agent for a represented
151	151	entity in a registered agent filing without the person's consent is
152	152	not required to perform the duties prescribed by this section.
153	153	Sec. 5.207. DESIGNATION OF REGISTERED AGENT WITHOUT
154	154	CONSENT; PENALTIES AND LIABILITIES. Sections 4.007 and 4.008 apply
155	155	with respect to a false statement in a registered agent filing that
156	156	names a person the registered agent of a represented entity without
157	157	the person's consent.
158	158	Sec. 5.208. IMMUNITY FROM LIABILITY. (a) A person
159	159	designated or appointed as the registered agent of a represented
160	160	entity is not liable solely because of the person's designation or
161	161	appointment as registered agent for the debts, liabilities, or
162	162	obligations of the represented entity.
163	163	(b) A person who has been designated or appointed as a
164	164	registered agent in a registered agent filing but has not consented
165	165	to serve as the represented entity's registered agent may not be
166	166	held liable:
167	167	(1) under a judgment, decree, or order of a court,
168	168	agency, or tribunal of any type, or in any other manner, in this or
169	169	any other state, or on any other basis, for a debt, obligation, or
170	170	liability of the represented entity, whether arising in contract,
171	171	tort, or otherwise, solely because of the person's designation or
172	172	appointment as registered agent; or
173	173	(2) to the represented entity or to a person who
174	174	reasonably relied on the unauthorized designation or appointment
175	175	solely because of the person's failure or refusal to perform the
176	176	duties of a registered agent under Section 5.206.
177	177	SECTION 6. The changes in law made by this Act apply only to
178	178	the designation or appointment of a registered agent made on or
179	179	after the effective date of this Act. The designation or
180	180	appointment of a registered agent made before the effective date of
181	181	this Act is governed by the law in effect on the date the
182	182	designation or appointment was made, and the former law is
183	183	continued in effect for that purpose.
184	184	SECTION 7. This Act takes effect January 1, 2010.
185	185	______________________________ ______________________________
186	186	President of the Senate Speaker of the House
187	187	I certify that H.B. No. 1787 was passed by the House on April
188	188	29, 2009, by the following vote: Yeas 139, Nays 0, 1 present, not
189	189	voting; and that the House concurred in Senate amendments to H.B.
190	190	No. 1787 on May 29, 2009, by the following vote: Yeas 144, Nays 0,
191	191	2 present, not voting.
192	192	______________________________
193	193	Chief Clerk of the House
194	194	I certify that H.B. No. 1787 was passed by the Senate, with
195	195	amendments, on May 26, 2009, by the following vote: Yeas 31, Nays
196	196	0.
197	197	______________________________
198	198	Secretary of the Senate
199	199	APPROVED: __________________
200	200	Date
201	201	__________________
202	202	Governor