H.B. No. 1787
AN ACT
relating to the designation or appointment of registered agents for
service of process, notice, or demand on certain entities or
associations.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
SECTION 1. Subchapter E, Chapter 5, Business Organizations
Code, is amended by adding Section 5.200 to read as follows:
Sec. 5.200. DEFINITIONS. In this subchapter:
(1) "Registered agent filing" means:
(A) the certificate of formation or similar
organizational document 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 under Section 252.011;
(D) an appointment of agent by a Texas financial
institution under Section 201.103, Finance Code;
(E) an appointment of agent by a defense base
development authority under Section 379B.004(b), Local Government
Code;
(F) a statement by a represented entity to change
the entity's registered agent, registered office, or both;
(G) a certificate of merger or certificate of
conversion;
(H) a certificate of amendment to the certificate
of formation or similar organizational document or the registration
of a represented entity;
(I) a restated certificate of formation or
similar organizational document of a represented entity;
(J) any other instrument that is required or
permitted by law to be filed by a represented entity that effects a
change or correction to the instruments listed in Paragraphs
(A)-(I); and
(K) a certificate of reinstatement filed under
Chapter 9 or 11.
(2) "Represented domestic entity" means:
(A) a 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; or
(E) any corporation, association, or other
organization incorporated or organized under any special statute of
this state, that is governed wholly or partly by this code, or to
which the general corporate laws are applicable.
(3) "Represented entity" means a represented domestic
entity or represented foreign entity.
(4) "Represented foreign entity" means:
(A) a foreign filing entity for which a
registration has been filed;
(B) a foreign limited liability partnership for
which a registration has been filed;
(C) a foreign financial institution for which a
registration has been filed; or
(D) any corporation, association, or other
organization incorporated or organized under the laws of a
jurisdiction other than this state that is granted authority to
conduct its affairs in this state under any special statute of this
state, that is governed wholly or partly by this code, or to which
the general corporate laws are applicable.
SECTION 2. Section 5.201(b), Business Organizations Code,
is amended 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 in a written or
electronic form to be developed by the office of the secretary of
state to serve as the registered agent of the entity; or
(B) an organization, other than the filing entity
or foreign filing entity to be represented, that:
(i) is registered or authorized to do
business in this state; and
(ii) has consented in a written or
electronic form to be developed by the office of the secretary of
state 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.
SECTION 3. Subchapter E, Chapter 5, Business Organizations
Code, is amended by adding Section 5.2011 to read as follows:
Sec. 5.2011. CONSENT TO SERVE AS REGISTERED AGENT. (a) The
designation or appointment of a person as registered agent by an
organizer or managerial official of an 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 in
that capacity.
(b) If a person designated or appointed as registered agent
in a registered agent filing before the sale, acquisition, or
transfer of a majority-in-interest or majority interest of the
outstanding ownership or membership interests of the represented
entity continues to serve in that capacity after the sale,
acquisition, or transfer, the person's continuation of service is
an affirmation by the governing authority of the represented entity
that the governing authority has verified that the person named as
registered agent has consented to continue to serve in that
capacity.
SECTION 4. Section 5.204(d), Business Organizations Code,
is amended to read as follows:
(d) On compliance with Subsections (b) and (c), the
appointment of the registered agent and the designation of the
registered office terminate [terminates]. The termination is
effective on the 31st day after the date the secretary of state
receives the notice.
SECTION 5. Subchapter E, Chapter 5, Business Organizations
Code, is amended by adding Sections 5.205, 5.206, 5.207, and 5.208
to read as follows:
Sec. 5.205. REJECTION OF APPOINTMENT. (a) A person
designated or appointed as an entity's registered agent in a
registered agent filing without the person's consent may terminate
the person's appointment or designation as registered agent by
filing a statement of rejection of appointment with the filing
officer.
(b) The statement of rejection of appointment must:
(1) be signed by the person named as registered agent;
(2) contain the name of the represented entity; and
(3) contain a statement certifying that the person did
not consent to serve as the represented entity's registered agent
on the date on which the registered agent filing on which the person
is named as registered agent took effect.
(c) On acceptance of the statement of rejection of
appointment by the filing officer, the designation or appointment
of that person as registered agent and the designation of the
registered office terminate.
(d) On termination of the designation or appointment of a
registered agent and the designation of the registered office, the
secretary of state shall send notice to the represented entity of
the necessity to designate or appoint a new registered agent and
registered office in accordance with Section 9.101 or 11.251, as
applicable.
(e) The filing officer may not charge a fee for the filing of
a statement of rejection of appointment.
Sec. 5.206. DUTIES OF REGISTERED AGENT. (a) The only
duties of a registered agent are to:
(1) receive or accept, and forward to the represented
entity at the address most recently provided to the registered
agent by the represented entity, or otherwise notify the
represented entity at that address regarding, any process, notice,
or demand that is served on or received by the registered agent; and
(2) provide the notices required or permitted by law
to be given to the represented entity to the address most recently
provided to the registered agent by the represented entity.
(b) A person named as the registered agent for a represented
entity in a registered agent filing without the person's consent is
not required to perform the duties prescribed by this section.
Sec. 5.207. DESIGNATION OF REGISTERED AGENT WITHOUT
CONSENT; PENALTIES AND LIABILITIES. Sections 4.007 and 4.008 apply
with respect to a false statement in a registered agent filing that
names a person the registered agent of a represented entity without
the person's consent.
Sec. 5.208. IMMUNITY FROM LIABILITY. (a) A person
designated or appointed as the registered agent of a represented
entity is not liable solely because of the person's designation or
appointment as registered agent for the debts, liabilities, or
obligations of the represented entity.
(b) A person who has been designated or appointed as a
registered agent in a registered agent filing but has not consented
to serve as the represented entity's registered agent may not be
held liable:
(1) 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, solely because of the person's designation or
appointment as registered agent; or
(2) to the represented entity or to a person who
reasonably relied on the unauthorized designation or appointment
solely because of the person's failure or refusal to perform the
duties of a registered agent under Section 5.206.
SECTION 6. 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 7. This Act takes effect January 1, 2010.
______________________________ ______________________________
President of the Senate Speaker of the House
I certify that H.B. No. 1787 was passed by the House on April
29, 2009, by the following vote: Yeas 139, Nays 0, 1 present, not
voting; and that the House concurred in Senate amendments to H.B.
No. 1787 on May 29, 2009, by the following vote: Yeas 144, Nays 0,
2 present, not voting.
______________________________
Chief Clerk of the House
I certify that H.B. No. 1787 was passed by the Senate, with
amendments, on May 26, 2009, by the following vote: Yeas 31, Nays
0.
______________________________
Secretary of the Senate
APPROVED: __________________
Date
__________________
Governor