Texas 2013 - 83rd Regular

Texas House Bill HB2780 Compare Versions

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1	1	83R17064 JSA-F
2	2	By: Elkins, N. Gonzalez of El Paso H.B. No. 2780
3	3	Substitute the following for H.B. No. 2780:
4	4	By: Elkins C.S.H.B. No. 2780
5	5
6	6
7	7	A BILL TO BE ENTITLED
8	8	AN ACT
9	9	relating to the establishment of research technology corporations
10	10	by institutions of higher education; providing for tax exemptions.
11	11	BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
12	12	SECTION 1. Subtitle H, Title 3, Education Code, is amended
13	13	by adding Chapter 157 to read as follows:
14	14	CHAPTER 157. UNIVERSITY RESEARCH TECHNOLOGY CORPORATIONS
15	15	Sec. 157.001. PURPOSE AND FINDINGS. The legislature finds
16	16	that the development and commercialization of technology by public
17	17	and private institutions of higher education are critical
18	18	components of the educational and research missions of those
19	19	institutions and key contributors to the economic development and
20	20	well-being of this state. The activities authorized by this
21	21	chapter directly support those important public purposes.
22	22	Sec. 157.002. DEFINITIONS. In this chapter:
23	23	(1) "Creating institution" means an institution of
24	24	higher education or private or independent institution of higher
25	25	education that creates a corporation under this chapter.
26	26	(2) "Institution of higher education" and "private or
27	27	independent institution of higher education" have the meanings
28	28	assigned by Section 61.003.
29	29	(3) "Technology" means the application of scientific
30	30	knowledge for practical purposes and includes inventions,
31	31	discoveries, trade secrets, copyrighted materials, tools,
32	32	machines, materials, processes to do work, processes to produce
33	33	goods, processes to perform services, processes to carry out other
34	34	useful activities, trademarks, and computer software.
35	35	Sec. 157.003. CREATION OF CORPORATION. (a) An institution
36	36	of higher education or private or independent institution of higher
37	37	education may create a special-purpose corporation for the
38	38	exclusive purpose of supporting development and commercialization
39	39	of technologies owned wholly or partly by the institution. A
40	40	corporation created under this chapter that engages in other
41	41	purposes that are not incidental to that authorized purpose is not
42	42	entitled to the benefits of this chapter, including any special tax
43	43	treatment.
44	44	(b) The certificate of formation of a corporation created
45	45	under this chapter must state that the corporation is governed by
46	46	this chapter and state the name and purposes of the corporation and
47	47	other information required by law. Except as otherwise provided by
48	48	this chapter, a corporation created under this chapter is governed
49	49	by Chapter 21, Business Organizations Code.
50	50	Sec. 157.004. MANAGEMENT OF CORPORATION; RIGHTS OF CREATING
51	51	INSTITUTION. (a) The creating institution shall name the persons
52	52	constituting the initial board of directors of the corporation.
53	53	Directors other than the initial directors shall be determined as
54	54	otherwise provided by this chapter and Chapter 21, Business
55	55	Organizations Code.
56	56	(b) The creating institution must at all times be a
57	57	shareholder in the corporation. The creating institution shall be
58	58	issued shares in the corporation when the corporation is created as
59	59	agreed on by the organizers of the corporation according to any
60	60	contribution of the institution.
61	61	(c) The creating institution may be issued shares in the
62	62	corporation in exchange for the contribution of rights in the
63	63	technology of the institution or of other contractual obligations,
64	64	as agreed on by the board of directors.
65	65	Sec. 157.005. TECHNOLOGY LICENSING. The creating
66	66	institution may license to the corporation any technology owned by
67	67	the institution.
68	68	Sec. 157.006. REQUIRED OPERATIONS IN TEXAS. The principal
69	69	offices of the corporation must be located in this state and the
70	70	majority of any goods or services produced by the corporation must
71	71	be produced in this state.
72	72	Sec. 157.007. DURATION. (a) A corporation created under
73	73	this chapter is limited in duration to 15 years. At the expiration
74	74	of that period, the corporation may file a restated and amended
75	75	certificate of formation under which the corporation becomes a
76	76	for-profit corporation governed by Chapter 21, Business
77	77	Organizations Code.
78	78	(b) Subsection (a) does not limit the time or manner in
79	79	which the corporation may be terminated as otherwise provided by
80	80	law.
81	81	Sec. 157.008. RESEARCH AND DEVELOPMENT AUTHORITY. (a) The
82	82	creating institution may establish a research and development
83	83	authority to act on behalf of the institution to support the
84	84	corporation. The creating institution shall appoint a director or
85	85	board of directors to manage the authority on the institution's
86	86	behalf and may adopt any procedures necessary for the
87	87	administration of the authority.
88	88	(b) An authority established under this section by an
89	89	institution of higher education is an instrumentality of this state
90	90	and of the creating institution. An authority established under
91	91	this section by a private or independent institution of higher
92	92	education shall be organized as a nonprofit organization and is
93	93	considered to be acting for educational and charitable purposes.
94	94	(c) An authority may acquire, own, hold title to, lease, or
95	95	operate real property and facilities. The corporation may transfer
96	96	real property, facilities, or other assets of the corporation to
97	97	the authority for any consideration to which the corporation
98	98	agrees, including:
99	99	(1) in exchange for a license, right, or other
100	100	interest in any technology of the creating institution;
101	101	(2) a charge against the creating institution's share
102	102	of any anticipated future earnings or increase in capital; or
103	103	(3) other consideration, including a contribution of
104	104	research or other services to the corporation.
105	105	(d) The corporation by lease or other agreement with the
106	106	authority may conduct any activities of the corporation on real
107	107	property or facilities owned by the authority.
108	108	(e) The real property and facilities of an authority,
109	109	including those used by the corporation for purposes of research,
110	110	development, or other commercialization of technology owned by an
111	111	institution of higher education, are considered to be used for
112	112	public, educational, and charitable purposes and are exempt from ad
113	113	valorem taxation by any taxing unit as long as the property and
114	114	facilities are used for those purposes or are under active
115	115	construction or improvement to make the property and facilities
116	116	suitable to be used for those purposes.
117	117	Sec. 157.009. TAX EXEMPT STATUS OF CORPORATION. (a) A
118	118	corporation created under this chapter is exempt from taxation
119	119	under Chapter 171, Tax Code.
120	120	(b) The corporation is exempt from other taxation by this
121	121	state or a political subdivision of this state to the same extent
122	122	that the creating institution is exempt from that taxation.
123	123	(c) This section does not limit the eligibility of the
124	124	corporation for any other available tax benefit, including under
125	125	Chapter 312 or 313, Tax Code.
126	126	Sec. 157.010. SANCTIONS FOR RELOCATION. (a) If a
127	127	corporation created under this chapter relocates its operations so
128	128	that the corporation does not remain in compliance with Section
129	129	157.006 regarding the location of its principal offices or the
130	130	majority of its production activities, the corporation is liable to
131	131	this state for a penalty in an amount equal to any taxes, including
132	132	property taxes, for which the corporation received an exemption
133	133	under Section 157.009, or for which an authority received an
134	134	exemption under Section 157.008 in connection with the activities
135	135	of the corporation, for the five calendar years preceding the year
136	136	of relocation. The comptroller shall determine the corporation's
137	137	liability for the penalty and assess the amount owed.
138	138	(b) A penalty assessed under this section is due on the date
139	139	designated by the comptroller, not later than the 90th day after the
140	140	date assessed, and shall be collected in the same manner as a state
141	141	tax. A lien exists on any property of the corporation to secure the
142	142	payment of any amount assessed under this section. The comptroller
143	143	by rule shall establish the methods of payment and shall adopt other
144	144	rules necessary to administer and enforce this section.
145	145	(c) Amounts received under this section shall be deposited
146	146	in the state treasury to the credit of the general revenue fund.
147	147	SECTION 2. This Act takes effect September 1, 2013.