H.B. No. 2891
AN ACT
relating to certain filing and reporting requirements for certain
taxable entities.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
SECTION 1. Section 4.156, Business Organizations Code, is
amended to read as follows:
Sec. 4.156. FILING FEES: PROFESSIONAL ASSOCIATIONS. For a
filing by or for a professional association, the secretary of state
shall impose the following fees:
(1) for filing a certificate of formation or an
application for registration as a foreign professional
association, $750; and
(2) [for filing an annual statement, $35; and
[(3)] for filing any other instrument, the fee
provided for the filing of a similar instrument under Section
4.152.
SECTION 2. Section 153.301, Business Organizations Code, is
amended to read as follows:
Sec. 153.301. PERIODIC REPORT. The secretary of state may
require a domestic limited partnership or a foreign limited
partnership registered to transact business in this state that is
not required to file a public information report with the
comptroller under Section 171.203, Tax Code, to file a report not
more than once every four years as required by this subchapter.
SECTION 3. Sections 171.203(a), (b), (d), and (e), Tax
Code, are amended to read as follows:
(a) A corporation, [or] limited liability company, limited
partnership, or professional association on which the franchise tax
is imposed, regardless of whether the entity [corporation or
limited liability company] is required to pay any tax, shall file a
report with the comptroller containing:
(1) the name of each corporation, [or] limited
liability company, limited partnership, or professional
association in which the corporation, [or] limited liability
company, limited partnership, or professional association filing
the report owns a 10 percent or greater interest and the percentage
owned by the entity [corporation or limited liability company];
(2) the name of each corporation, [or] limited
liability company, limited partnership, or professional
association that owns a 10 percent or greater interest in the
corporation, [or] limited liability company, limited partnership,
or professional association filing the report;
(3) the name, title, and mailing address of each
person who is:
(A) an officer or director of the corporation,
[or] limited liability company, or professional association on the
date the report is filed and the expiration date of each person's
term as an officer or director, if any; and
(B) a general partner of the limited partnership
on the date the report is filed;
(4) the name and address of the agent of the
corporation, [or] limited liability company, limited partnership,
or professional association designated under Section 171.354; and
(5) the address of the corporation's, [or] limited
liability company's, limited partnership's, or professional
association's principal office and principal place of business.
(b) The corporation, [or] limited liability company,
limited partnership, or professional association shall file the
report once a year on a form prescribed by the comptroller.
(d) The corporation, [or] limited liability company,
limited partnership, or professional association shall send a copy
of the report to each person named in the report under Subsection
(a)(3) who is not currently employed by the corporation, [or]
limited liability company, limited partnership, or professional
association or a related entity [corporation or limited liability
company] listed in Subsection (a)(1) or (2). An officer or director
of the corporation, [or] limited liability company, or professional
association, a general partner of the limited partnership, or
another authorized person must sign the report under a
certification that:
(1) all information contained in the report is true
and correct to the best of the person's knowledge; and
(2) a copy of the report has been mailed to each person
identified in this subsection on the date the return is filed.
(e) If a person's name is included in a report under
Subsection (a)(3) and the person is not an officer or director of
the corporation, [or] limited liability company, or professional
association, or a general partner of the limited partnership, as
applicable, on the date the report is filed, the person may file
with the comptroller a sworn statement disclaiming the person's
status as shown on the report. The comptroller shall maintain a
record of statements filed under this subsection and shall make
that information available on request using the same procedures the
comptroller uses for other requests for public information.
SECTION 4. Section 302.012, Business Organizations Code, is
repealed.
SECTION 5. (a) Section 153.301, Business Organizations
Code, as amended by this Act, applies only to a report required to
be filed on or after the effective date of this Act. A report
required to be filed before the effective date of this Act is
governed by the law in effect on the date the report is due, and the
former law is continued in effect for that purpose.
(b) Section 4.156, Business Organizations Code, as amended
by this Act, and Section 302.012, Business Organizations Code, as
repealed by this Act, apply only to an annual statement required to
be filed on or after the effective date of this Act. An annual
statement required to be filed before the effective date of this Act
is governed by the law in effect on the date the statement is due,
and the former law is continued in effect for that purpose.
SECTION 6. This Act takes effect January 1, 2016.
______________________________ ______________________________
President of the Senate Speaker of the House
I certify that H.B. No. 2891 was passed by the House on May
13, 2015, by the following vote: Yeas 144, Nays 0, 2 present, not
voting.
______________________________
Chief Clerk of the House
I certify that H.B. No. 2891 was passed by the Senate on May
27, 2015, by the following vote: Yeas 31, Nays 0.
______________________________
Secretary of the Senate
APPROVED: _____________________
Date
_____________________
Governor