By: Carona S.B. No. 847
(Oliveira)
A BILL TO BE ENTITLED
AN ACT
relating to business entities and associations.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
SECTION 1. Subsection (d), Section 3.059, Business
Organizations Code, is amended to read as follows:
(d) A restated certificate of formation that makes new
amendments to the certificate of formation being restated must:
(1) be accompanied by a statement that each new
amendment has been made in accordance with this code;
(2) [identify by reference or description each added,
altered, or deleted provision;
[(3)] be accompanied by a statement that each
amendment has been approved in the manner required by this code and
the governing documents of the entity;
(3) [(4)] be accompanied by a statement that the
restated certificate of formation:
(A) accurately states the text of the certificate
of formation being restated and each amendment to the certificate
of formation being restated that is in effect, as further amended by
the restated certificate of formation; and
(B) does not contain any other change in the
certificate of formation being restated except for information
omitted under Subsection (b); and
(4) [(5)] include any other information required by
the title of this code applicable to the entity.
SECTION 2. Subsection (d), Section 7.001, Business
Organizations Code, is amended to read as follows:
(d) The liability of a governing person may be limited or
eliminated [restricted]:
(1) in a general partnership by its partnership
agreement to the same extent Subsections (b) and (c) permit the
limitation or elimination of liability of a governing person of an
organization to which those subsections apply and to the additional
extent permitted under Chapter 152;
(2) in a limited partnership by its partnership
agreement to the same extent Subsections (b) and (c) permit the
limitation or elimination of liability of a governing person of an
organization to which those subsections apply and to the additional
extent permitted under Chapter 153 and, to the extent applicable to
limited partnerships, Chapter 152; and
(3) in a limited liability company by its certificate
of formation or company agreement to the same extent Subsections
(b) and (c) permit the limitation or elimination of liability of a
governing person of an organization to which those subsections
apply and to the additional extent permitted under Section 101.401.
SECTION 3. Subsection (a), Section 11.052, Business
Organizations Code, is amended to read as follows:
(a) Except as provided by the title of this code governing
the domestic entity, on the occurrence of an event requiring
winding up of a domestic entity, unless the event requiring winding
up is revoked under Section 11.151 or canceled under Section
11.152, the owners, members, managerial officials, or other persons
specified in the title of this code governing the domestic entity
shall, as soon as reasonably practicable, wind up the business and
affairs of the domestic entity. The domestic entity shall:
(1) cease to carry on its business, except to the
extent necessary to wind up its business;
(2) if the domestic entity is not a general
partnership, send a written notice of the winding up to each known
claimant against the domestic entity;
(3) collect and sell its property to the extent the
property is not to be distributed in kind to the domestic entity's
owners or members; and
(4) perform any other act required to wind up its
business and affairs.
SECTION 4. Subdivision (1), Section 21.301, Business
Organizations Code, is amended to read as follows:
(1) "Distribution limit," with respect to a
distribution made by a corporation, other than a distribution
described by Subdivision (2), means:
(A) the net assets of the corporation if the
distribution:
(i) is a purchase or redemption of its own
shares by a corporation that:
(a) is eliminating fractional shares;
(b) is collecting or compromising
indebtedness owed by or to the corporation; or
(c) is paying dissenting shareholders
entitled to payment for their shares under this code; or
(ii) is made by a consuming assets
corporation and is not the purchase or redemption of its own shares
[by a consuming assets corporation]; or
(B) the surplus of the corporation for a
distribution not described by Paragraph (A).
SECTION 5. Section 101.052, Business Organizations Code, is
amended by adding Subsection (e) to read as follows:
(e) A company agreement may provide rights to any person,
including a person who is not a party to the company agreement, to
the extent provided by the company agreement.
SECTION 6. Section 101.605, Business Organizations Code, is
amended to read as follows:
Sec. 101.605. GENERAL POWERS OF SERIES. A series
established under this subchapter has the power and capacity, in
the series' own name, to:
(1) sue and be sued;
(2) contract;
(3) acquire, sell, and hold title to assets of the
series, including real property, personal property, and intangible
property; [and]
(4) grant liens and security interests in assets of
the series; and
(5) exercise any power or privilege as necessary or
appropriate to the conduct, promotion, or attainment of the
business, purposes, or activities of the series.
SECTION 7. The heading to Section 101.609, Business
Organizations Code, is amended to read as follows:
Sec. 101.609. APPLICABILITY OF OTHER PROVISIONS OF CHAPTER
OR TITLE 1; SYNONYMOUS TERMS.
SECTION 8. Section 101.609, Business Organizations Code, is
amended by adding Subsection (c) to read as follows:
(c) To the extent not inconsistent with this subchapter, a
series and the governing persons and officers associated with the
series have the powers and rights provided by Subchapters C and D,
Chapter 3, and Subchapter F, Chapter 10. For purposes of those
provisions, and as the context requires:
(1) a reference to "entity," "domestic entity," or
"filing entity" includes the "series";
(2) a reference to "governing person" includes
"governing person associated with the series";
(3) a reference to "governing authority" includes
"governing authority associated with the series"; and
(4) a reference to "officer" includes "officer
associated with the series."
SECTION 9. Subchapter M, Chapter 101, Business
Organizations Code, is amended by adding Section 101.622 to read as
follows:
Sec. 101.622. SERIES NOT A SEPARATE DOMESTIC ENTITY OR
ORGANIZATION. For purposes of this chapter and Title 1, a series
has the rights, powers, and duties provided by this subchapter to
the series but is not a separate domestic entity or organization.
SECTION 10. Subchapter B, Chapter 154, Business
Organizations Code, is amended by adding Section 154.104 to read as
follows:
Sec. 154.104. RIGHTS OF THIRD PERSONS UNDER PARTNERSHIP
AGREEMENT. A partnership agreement may provide rights to any
person, including a person who is not a party to the partnership
agreement, to the extent provided by the partnership agreement.
SECTION 11. Subsection (c), Section 24.003, Business &
Commerce Code, is repealed.
SECTION 12. This Act takes effect September 1, 2013.