Texas 2017 - 85th Regular

Texas House Bill HB2856 Compare Versions

Version 1 (Old)

Version 2 (New)

Old	New		Differences
1		-	By: Villalba (Senate Sponsor - Estes) H.B. No. 2856
2		-	(In the Senate - Received from the House May 10, 2017;
3		-	May 12, 2017, read first time and referred to Committee on Business &
4		-	Commerce; May 17, 2017, reported favorably by the following vote:
5		-	Yeas 8, Nays 0; May 17, 2017, sent to printer.)
6		-	Click here to see the committee vote
	1	+	H.B. No. 2856
7	2
8	3
9		-	A BILL TO BE ENTITLED
10	4		AN ACT
11	5		relating to names of domestic and foreign filing entities for
12	6		transacting business in this state.
13	7		BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
14	8		SECTION 1. Section 1.002, Business Organizations Code, is
15	9		amended by adding Subdivision (21-a) and amending Subdivision (23)
16	10		to read as follows:
17	11		(21-a) "Fictitious name" means an assumed name:
18	12		(A) that a foreign filing entity adopts for use
19	13		because the name of the entity as stated in the entity's certificate
20	14		of formation or similar organizational instrument is not available
21	15		for use under the laws of this state; and
22	16		(B) under which the foreign filing entity is
23	17		registered to transact business in this state, in accordance with
24	18		Chapter 9.
25	19		(23) "Filing instrument" means an instrument,
26	20		document, consent, or statement that is required or authorized by
27	21		this code to be filed by or for an entity with the filing officer in
28	22		accordance with Chapter 4.
29	23		SECTION 2. Subchapter A, Chapter 5, Business Organizations
30	24		Code, is amended by adding Section 5.002 to read as follows:
31	25		Sec. 5.002. EVIDENCE OF ESTABLISHED RIGHT TO
32	26		INDISTINGUISHABLE NAME. Notwithstanding Sections 5.053, 5.102,
33	27		and 5.153, the secretary of state may accept a name if the entity or
34	28		person seeking acceptance of the filing instrument with the
35	29		indistinguishable name delivers to the secretary of state a
36	30		certified copy of the final judgment of a court of competent
37	31		jurisdiction that establishes the entity's or person's right to the
38	32		name in this state.
39	33		SECTION 3. Section 5.053, Business Organizations Code, is
40	34		amended to read as follows:
41	35		Sec. 5.053. DISTINGUISHABLE [IDENTICAL AND DECEPTIVELY
42	36		SIMILAR] NAMES REQUIRED [PROHIBITED]. (a) The name of a [A] filing
43	37		entity or the name under which [may not have a name, and] a foreign
44	38		filing entity registers [may not register] to transact business in
45	39		this state must be distinguishable in the records of the secretary
46	40		of state from [under a name, that is the same as, or that the
47	41		secretary of state determines to be deceptively similar or similar
48	42		to]:
49	43		(1) the name of another existing filing entity;
50	44		(2) the name of a foreign filing entity that is
51	45		registered under Chapter 9;
52	46		(3) the fictitious name under which a foreign filing
53	47		entity is registered to transact business in this state;
54	48		(4) a name that is reserved under Subchapter C; or
55	49		(5) [(4)] a name that is registered under Subchapter
56	50		D.
57	51		(b) Subsection (a) does not apply if the other entity or the
58	52		person for whom the name is reserved or registered, as appropriate,
59	53		provides to the secretary of state a notarized written statement of
60	54		the entity's or person's consent to the use of the [similar] name.
61	55		(c) Subsection (b) does not apply if the secretary of state
62	56		determines that the names are the same.
63	57		SECTION 4. Section 5.102, Business Organizations Code, is
64	58		amended to read as follows:
65	59		Sec. 5.102. LIMITATION ON THE RESERVATION OF CERTAIN NAMES
66	60		[PROHIBITED; EXCEPTIONS]. (a) The secretary of state may [not]
67	61		reserve a name under this subchapter only if the name [that] is
68	62		distinguishable in the records of the secretary of state from [the
69	63		same as, or that the secretary of state considers deceptively
70	64		similar or similar to]:
71	65		(1) the name of an existing filing entity;
72	66		(2) the name of a foreign filing entity that is
73	67		registered under Chapter 9;
74	68		(3) the fictitious name under which a foreign filing
75	69		entity is registered to transact business in this state;
76	70		(4) a name that is reserved under this subchapter; or
77	71		(5) [(4)] a name that is registered under Subchapter
78	72		D.
79	73		(b) Subsection (a) does not apply if the other entity or the
80	74		person for whom the name is reserved or registered, as appropriate,
81	75		provides to the secretary of state a notarized written statement of
82	76		the entity's or person's consent to the subsequent reservation of
83	77		the [similar] name.
84	78		(c) Subsection (b) does not apply if the secretary of state
85	79		determines that the names are the same.
86	80		SECTION 5. Section 5.153, Business Organizations Code, is
87	81		amended to read as follows:
88	82		Sec. 5.153. LIMITATION ON THE REGISTRATION OF CERTAIN NAMES
89	83		[REGISTRATIONS PROHIBITED; EXCEPTIONS]. (a) The secretary of
90	84		state may [not] register a name under this subchapter only if the
91	85		name [that] is distinguishable in the records of the secretary of
92	86		state from [the same as, or that the secretary of state determines
93	87		to be deceptively similar or similar to]:
94	88		(1) the name of an existing filing entity;
95	89		(2) the name of a foreign filing entity that is
96	90		registered under Chapter 9;
97	91		(3) the fictitious name under which a foreign filing
98	92		entity is registered to transact business in this state;
99	93		(4) a name that is reserved under Subchapter C; or
100	94		(5) [(4)] a name that is registered under this
101	95		subchapter.
102	96		(b) Subsection (a) does not apply if:
103	97		(1) the other entity or the person for whom the name is
104	98		reserved or registered, as appropriate, provides to the secretary
105	99		of state a notarized written statement of the entity's or person's
106	100		consent to the registration of the [similar] name; or
107	101		(2) the applicant is a bank, trust company, savings
108	102		association, or insurance company that has been in continuous
109	103		existence from a date that precedes the date the indistinguishable
110	104		[conflicting] name is filed with the secretary of state.
111	105		(c) Subsection (b) does not apply if the secretary of state
112	106		determines that the names are the same.
113	107		SECTION 6. Section 9.105, Business Organizations Code, is
114	108		amended to read as follows:
115	109		Sec. 9.105. USE OF DISTINGUISHABLE NAME REQUIRED [SIMILAR
116	110		TO PREVIOUSLY REGISTERED NAME]. If the secretary of state
117	111		determines that the [a foreign filing entity's] name of a foreign
118	112		filing entity or the fictitious name under which it is registered to
119	113		transact business in this state does not comply with Chapter 5 [is
120	114		the same as, deceptively similar to, or similar to a name of a
121	115		filing entity or foreign filing entity as provided by or reserved or
122	116		registered under this code], the secretary of state may not accept
123	117		for filing the certificate of reinstatement unless the foreign
124	118		filing entity contemporaneously amends its registration to change
125	119		its name to a name that complies with Chapter 5, or provides a
126	120		fictitious name under which the foreign filing entity will transact
127	121		business in this state that complies with Chapter 5 [obtains
128	122		consent for the use of the similar name].
129	123		SECTION 7. Section 11.203, Business Organizations Code, is
130	124		amended to read as follows:
131	125		Sec. 11.203. USE OF DISTINGUISHABLE NAME REQUIRED [SIMILAR
132	126		TO PREVIOUSLY REGISTERED NAME]. If the secretary of state
133	127		determines that a filing entity's name contained in a certificate
134	128		of reinstatement filed under Section 11.202 does not comply with
135	129		Chapter 5 [is the same as, deceptively similar to, or similar to a
136	130		name of a filing entity or foreign entity on file as provided by or
137	131		reserved or registered under this code], the secretary of state may
138	132		not accept for filing the certificate of reinstatement unless the
139	133		filing entity contemporaneously amends its certificate of
140	134		formation to change its name to a name that complies with Chapter 5
141	135		[or obtains consent for the use of the similar name].
142	136		SECTION 8. This Act takes effect June 1, 2018.
143		-	* * * * *
	137	+	______________________________ ______________________________
	138	+	President of the Senate Speaker of the House
	139	+	I certify that H.B. No. 2856 was passed by the House on May 9,
	140	+	2017, by the following vote: Yeas 145, Nays 0, 2 present, not
	141	+	voting.
	142	+	______________________________
	143	+	Chief Clerk of the House
	144	+	I certify that H.B. No. 2856 was passed by the Senate on May
	145	+	24, 2017, by the following vote: Yeas 31, Nays 0.
	146	+	______________________________
	147	+	Secretary of the Senate
	148	+	APPROVED: _____________________
	149	+	Date
	150	+	_____________________
	151	+	Governor