Texas 2013 - 83rd Regular

Texas House Bill HB1929 Compare Versions

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Old	New	Differences
1	1	83R13518 CLG-F
2	2	By: Oliveira H.B. No. 1929
3	3	Substitute the following for H.B. No. 1929:
4	4	By: Orr C.S.H.B. No. 1929
5	5
6	6
7	7	A BILL T
8	8	O BE ENTITLED
9	9	AN ACT
10	10	relating to business entities and associations.
11	11	BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
12	12	SECTION 1. Section 3.059(d), Business Organizations Code,
13	13	is amended to read as follows:
14	14	(d) A restated certificate of formation that makes new
15	15	amendments to the certificate of formation being restated must:
16	16	(1) be accompanied by a statement that each new
17	17	amendment has been made in accordance with this code;
18	18	(2) [identify by reference or description each added,
19	19	altered, or deleted provision;
20	20	[(3)] be accompanied by a statement that each
21	21	amendment has been approved in the manner required by this code and
22	22	the governing documents of the entity;
23	23	(3) [(4)] be accompanied by a statement that the
24	24	restated certificate of formation:
25	25	(A) accurately states the text of the certificate
26	26	of formation being restated and each amendment to the certificate
27	27	of formation being restated that is in effect, as further amended by
28	28	the restated certificate of formation; and
29	29	(B) does not contain any other change in the
30	30	certificate of formation being restated except for information
31	31	omitted under Subsection (b); and
32	32	(4) [(5)] include any other information required by
33	33	the title of this code applicable to the entity.
34	34	SECTION 2. Section 7.001(d), Business Organizations Code,
35	35	is amended to read as follows:
36	36	(d) The liability of a governing person may be limited or
37	37	eliminated [restricted]:
38	38	(1) in a general partnership by its partnership
39	39	agreement to the same extent Subsections (b) and (c) permit the
40	40	limitation or elimination of liability of a governing person of an
41	41	organization to which those subsections apply and to the additional
42	42	extent permitted under Chapter 152;
43	43	(2) in a limited partnership by its partnership
44	44	agreement to the same extent Subsections (b) and (c) permit the
45	45	limitation or elimination of liability of a governing person of an
46	46	organization to which those subsections apply and to the additional
47	47	extent permitted under Chapter 153 and, to the extent applicable to
48	48	limited partnerships, Chapter 152; and
49	49	(3) in a limited liability company by its certificate
50	50	of formation or company agreement to the same extent Subsections
51	51	(b) and (c) permit the limitation or elimination of liability of a
52	52	governing person of an organization to which those subsections
53	53	apply and to the additional extent permitted under Section 101.401.
54	54	SECTION 3. Section 11.052(a), Business Organizations Code,
55	55	is amended to read as follows:
56	56	(a) Except as provided by the title of this code governing
57	57	the domestic entity, on the occurrence of an event requiring
58	58	winding up of a domestic entity, unless the event requiring winding
59	59	up is revoked under Section 11.151 or canceled under Section
60	60	11.152, the owners, members, managerial officials, or other persons
61	61	specified in the title of this code governing the domestic entity
62	62	shall, as soon as reasonably practicable, wind up the business and
63	63	affairs of the domestic entity. The domestic entity shall:
64	64	(1) cease to carry on its business, except to the
65	65	extent necessary to wind up its business;
66	66	(2) if the domestic entity is not a general
67	67	partnership, send a written notice of the winding up to each known
68	68	claimant against the domestic entity;
69	69	(3) collect and sell its property to the extent the
70	70	property is not to be distributed in kind to the domestic entity's
71	71	owners or members; and
72	72	(4) perform any other act required to wind up its
73	73	business and affairs.
74	74	SECTION 4. Section 21.301(1), Business Organizations Code,
75	75	is amended to read as follows:
76	76	(1) "Distribution limit," with respect to a
77	77	distribution made by a corporation, other than a distribution
78	78	described by Subdivision (2), means:
79	79	(A) the net assets of the corporation if the
80	80	distribution:
81	81	(i) is a purchase or redemption of its own
82	82	shares by a corporation that:
83	83	(a) is eliminating fractional shares;
84	84	(b) is collecting or compromising
85	85	indebtedness owed by or to the corporation; or
86	86	(c) is paying dissenting shareholders
87	87	entitled to payment for their shares under this code; or
88	88	(ii) is made by a consuming assets
89	89	corporation and is not the purchase or redemption of its own shares
90	90	[by a consuming assets corporation]; or
91	91	(B) the surplus of the corporation for a
92	92	distribution not described by Paragraph (A).
93	93	SECTION 5. Section 101.052, Business Organizations Code, is
94	94	amended by adding Subsection (e) to read as follows:
95	95	(e) A company agreement may provide rights to any person,
96	96	including a person who is not a party to the company agreement, to
97	97	the extent provided by the company agreement.
98	98	SECTION 6. Section 101.605, Business Organizations Code, is
99	99	amended to read as follows:
100	100	Sec. 101.605. GENERAL POWERS OF SERIES. A series
101	101	established under this subchapter has the power and capacity, in
102	102	the series' own name, to:
103	103	(1) sue and be sued;
104	104	(2) contract;
105	105	(3) acquire, sell, and hold title to assets of the
106	106	series, including real property, personal property, and intangible
107	107	property; [and]
108	108	(4) grant liens and security interests in assets of
109	109	the series; and
110	110	(5) exercise any power or privilege as necessary or
111	111	appropriate to the conduct, promotion, or attainment of the
112	112	business, purposes, or activities of the series.
113	113	SECTION 7. The heading to Section 101.609, Business
114	114	Organizations Code, is amended to read as follows:
115	115	Sec. 101.609. APPLICABILITY OF OTHER PROVISIONS OF CHAPTER
116	116	OR TITLE 1; SYNONYMOUS TERMS.
117	117	SECTION 8. Section 101.609, Business Organizations Code, is
118	118	amended by adding Subsection (c) to read as follows:
119	119	(c) To the extent not inconsistent with this subchapter, a
120	120	series and the governing persons and officers associated with the
121	121	series have the powers and rights provided by Subchapters C and D,
122	122	Chapter 3, and Subchapter F, Chapter 10. For purposes of those
123	123	provisions, and as the context requires:
124	124	(1) a reference to "entity," "domestic entity," or
125	125	"filing entity" includes the "series";
126	126	(2) a reference to "governing person" includes
127	127	"governing person associated with the series";
128	128	(3) a reference to "governing authority" includes
129	129	"governing authority associated with the series"; and
130	130	(4) a reference to "officer" includes "officer
131	131	associated with the series."
132	132	SECTION 9. Subchapter M, Chapter 101, Business
133	133	Organizations Code, is amended by adding Section 101.622 to read as
134	134	follows:
135	135	Sec. 101.622. SERIES NOT A SEPARATE DOMESTIC ENTITY OR
136	136	ORGANIZATION. For purposes of this chapter and Title 1, a series
137	137	has the rights, powers, and duties provided by this subchapter to
138	138	the series but is not a separate domestic entity or organization.
139	139	SECTION 10. Subchapter B, Chapter 154, Business
140	140	Organizations Code, is amended by adding Section 154.104 to read as
141	141	follows:
142	142	Sec. 154.104. RIGHTS OF THIRD PERSONS UNDER PARTNERSHIP
143	143	AGREEMENT. A partnership agreement may provide rights to any
144	144	person, including a person who is not a party to the partnership
145	145	agreement, to the extent provided by the partnership agreement.
146	146	SECTION 11. Section 24.003(c), Business & Commerce Code, is
147	147	repealed.
148	148	SECTION 12. This Act takes effect September 1, 2013.