By: Elkins H.B. No. 2780
A BILL TO BE ENTITLED
AN ACT
relating to the establishment of research technology corporations
by public institutions of higher education.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
SECTION 1. Subtitle H, Title 3, Education Code, is amended
by adding Chapter 157 to read as follows:
CHAPTER 157. UNIVERSITY RESEARCH TECHNOLOGY CORPORATIONS.
Sec. 157.001. DEFINITIONS. In this chapter, "institution
of higher education" has the meaning assigned by Section 61.003.
Sec. 157.002. AUTHORITY TO CREATE CORPORATIONS. An
institution of higher education may create a special purpose
corporation for the exclusive purpose of commercializing
technologies owned by the institution.
Sec. 157.003. CERTIFICATE OF FORMATION; POWERS. (a) The
certificate of formation must state name of the corporation, the
purposes of the corporation, and other information required by law.
The corporation has the powers provided by Chapter 21, Business
Organizations Code.
Sec. 157.004. MANAGEMENT. (a) The institution of higher
education shall name the persons constituting the initial board of
directors of the corporation. Directors other than the initial
directors shall be named at an annual meeting of the corporation.
(b) The board of directors shall appoint a president,
treasurer, and other officers considered necessary.
Sec. 157.005. MEMBERS; CAPITAL CONTRIBUTIONS. (a) The
corporation shall have members.
(b) Any person admitted as member of the corporation must
make a capital contribution to the corporation in an amount set by
the board of directors. The institution of higher education is a
member of the corporation, but is not required to make a capital
contribution.
(c) The corporation shall apportion voting rights to
members in proportion to the member's capital contribution.
Sec. 157.006. TECHNOLOGY LICENSING. The institution may
license to the corporation any technology owned by the institution.
Sec. 157.007. REQUIRED OPERATIONS IN TEXAS. The principal
offices of the corporation must be in this state and the majority of
any products manufactured by or under contract with the corporation
must be manufactured in this state.
Sec. 157.008. DURATION. The corporation is limited in
duration to 15 years. On expiration of the corporation, the
corporation may file a restated and amended certificate of
formation under which the corporation becomes a for-profit
corporation governed by Chapter 21, Business Organizations Code.
Sec. 157.009. TAX EXEMPT. (a) The corporation is exempt
from taxation under the laws of this state to the same extent that
the organizing institution is exempt.
(b) In the event that, under a restated certificate of
formation under Section 1571.008, the corporation relocates its
principal offices or the majority of manufacturing operations
outside this state, the corporation is liable to the state for an
amount equal to the any taxes, including property taxes or business
taxes, for which the corporation would have been liable for the five
years preceding the relocation. The comptroller of public accounts
shall determine the corporation's liability and assess the amount
owed. Amounts received under this section shall be deposited in the
state treasury to the credit of the general revenue fund.
SECTION 2. This Act takes effect immediately if it receives
the vote of two-thirds of all the members elected to each house, as
provided by Section 39, Article III, Texas Constitution. If this
Act does not receive the vote necessary for immediate effect, this
Act takes effect September 1, 2013.