Texas 2019 - 86th Regular

Texas Senate Bill SB1258 Compare Versions

Version 1 (Old)

Version 2 (New)

Old	New		Differences
1		-	S.B. No. 1258
	1	+	By: Buckingham S.B. No. 1258
	2	+	(Moody)
2	3
3	4
	5	+	A BILL TO BE ENTITLED
4	6		AN ACT
5	7		relating to the prosecution of limited liability companies and
6	8		other business entities under the Penal Code.
7	9		BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
8	10		SECTION 1. Section 1.07(a)(38), Penal Code, is amended to
9	11		read as follows:
10	12		(38) "Person" means an individual or a[,] corporation,
11	13		[or] association, limited liability company, or other entity or
12	14		organization governed by the Business Organizations Code.
13	15		SECTION 2. Subchapter B, Chapter 7, Penal Code, is amended
14	16		to read as follows:
15	17		SUBCHAPTER B. CORPORATIONS, [AND] ASSOCIATIONS, LIMITED LIABILITY
16	18		COMPANIES, AND OTHER BUSINESS ENTITIES
17	19		Sec. 7.21. DEFINITIONS. In this subchapter:
18	20		(1) "Agent" means a director, officer, employee, or
19	21		other person authorized to act in behalf of a corporation, an [or]
20	22		association, a limited liability company, or another business
21	23		entity.
22	24		(1-a) "Business entity" means an entity or
23	25		organization governed by the Business Organizations Code, other
24	26		than a corporation, association, or limited liability company.
25	27		(2) "High managerial agent" means:
26	28		(A) a partner in a partnership;
27	29		(B) an officer of a corporation, an [or]
28	30		association, a limited liability company, or another business
29	31		entity;
30	32		(C) an agent of a corporation, an [or]
31	33		association, a limited liability company, or another business
32	34		entity who has duties of such responsibility that the agent's [his]
33	35		conduct reasonably may be assumed to represent the policy of the
34	36		corporation, [or] association, limited liability company, or other
35	37		business entity.
36	38		Sec. 7.22. CRIMINAL RESPONSIBILITY OF CORPORATION, [OR]
37	39		ASSOCIATION, LIMITED LIABILITY COMPANY, OR OTHER BUSINESS ENTITY.
38	40		(a) If conduct constituting an offense is performed by an agent
39	41		acting in behalf of a corporation, an [or] association, a limited
40	42		liability company, or another business entity and within the scope
41	43		of the agent's [his] office or employment, the corporation, [or]
42	44		association, limited liability company, or other business entity is
43	45		criminally responsible for an offense defined:
44	46		(1) in this code where corporations, [and]
45	47		associations, limited liability companies, and other business
46	48		entities are made subject thereto;
47	49		(2) by law other than this code in which a legislative
48	50		purpose to impose criminal responsibility on corporations, [or]
49	51		associations, limited liability companies, and other business
50	52		entities plainly appears; or
51	53		(3) by law other than this code for which strict
52	54		liability is imposed, unless a legislative purpose not to impose
53	55		criminal responsibility on corporations, [or] associations,
54	56		limited liability companies, or other business entities plainly
55	57		appears.
56	58		(b) A corporation, an [or] association, a limited liability
57	59		company, or another business entity is criminally responsible for a
58	60		felony offense only if its commission was authorized, requested,
59	61		commanded, performed, or recklessly tolerated by:
60	62		(1) a majority of the governing body [board] acting in
61	63		behalf of the corporation, [or] association, limited liability
62	64		company, or other business entity; or
63	65		(2) a high managerial agent acting in behalf of the
64	66		corporation, [or] association, limited liability company, or other
65	67		business entity and within the scope of the agent's [his] office or
66	68		employment.
67	69		Sec. 7.23. CRIMINAL RESPONSIBILITY OF PERSON FOR CONDUCT IN
68	70		BEHALF OF CORPORATION, [OR] ASSOCIATION, LIMITED LIABILITY
69	71		COMPANY, OR OTHER BUSINESS ENTITY. (a) An individual is
70	72		criminally responsible for conduct that the individual [he]
71	73		performs in the name of or in behalf of a corporation, an [or]
72	74		association, a limited liability company, or another business
73	75		entity to the same extent as if the conduct were performed in the
74	76		individual's [his] own name or behalf.
75	77		(b) An agent having primary responsibility for the
76	78		discharge of a duty to act imposed by law on a corporation, an [or]
77	79		association, a limited liability company, or another business
78	80		entity is criminally responsible for omission to discharge the duty
79	81		to the same extent as if the duty were imposed by law directly on the
80	82		agent [him].
81	83		(c) If an individual is convicted of conduct constituting an
82	84		offense performed in the name of or on behalf of a corporation, an
83	85		[or] association, a limited liability company, or another business
84	86		entity, the individual [he] is subject to the sentence authorized
85	87		by law for an individual convicted of the offense.
86	88		Sec. 7.24. DEFENSE TO CRIMINAL RESPONSIBILITY OF
87	89		CORPORATION, [OR] ASSOCIATION, LIMITED LIABILITY COMPANY, OR OTHER
88	90		BUSINESS ENTITY. It is an affirmative defense to prosecution of a
89	91		corporation, an [or] association, a limited liability company, or
90	92		another business entity under Section 7.22(a)(1) or (a)(2) that the
91	93		high managerial agent having supervisory responsibility over the
92	94		subject matter of the offense employed due diligence to prevent its
93	95		commission.
94	96		SECTION 3. Section 12.51, Penal Code, is amended to read as
95	97		follows:
96	98		Sec. 12.51. AUTHORIZED PUNISHMENTS FOR CORPORATIONS, [AND]
97	99		ASSOCIATIONS, LIMITED LIABILITY COMPANIES, AND OTHER BUSINESS
98	100		ENTITIES. (a) If a corporation, an [or] association, a limited
99	101		liability company, or another business entity is adjudged guilty of
100	102		an offense that provides a penalty consisting of a fine only, a
101	103		court may sentence the corporation, [or] association, limited
102	104		liability company, or other business entity to pay a fine in an
103	105		amount fixed by the court, not to exceed the fine provided by the
104	106		offense.
105	107		(b) If a corporation, an [or] association, a limited
106	108		liability company, or another business entity is adjudged guilty of
107	109		an offense that provides a penalty including imprisonment, or that
108	110		provides no specific penalty, a court may sentence the corporation,
109	111		[or] association, limited liability company, or other business
110	112		entity to pay a fine in an amount fixed by the court, not to exceed:
111	113		(1) $20,000 if the offense is a felony of any category;
112	114		(2) $10,000 if the offense is a Class A or Class B
113	115		misdemeanor;
114	116		(3) $2,000 if the offense is a Class C misdemeanor; or
115	117		(4) $50,000 if, as a result of an offense classified as
116	118		a felony or Class A misdemeanor, an individual suffers serious
117	119		bodily injury or death.
118	120		(c) In lieu of the fines authorized by Subsections (a),
119	121		(b)(1), (b)(2), and (b)(4), if a court finds that the corporation,
120	122		[or] association, limited liability company, or other business
121	123		entity gained money or property or caused personal injury or death,
122	124		property damage, or other loss through the commission of a felony or
123	125		Class A or Class B misdemeanor, the court may sentence the
124	126		corporation, [or] association, limited liability company, or other
125	127		business entity to pay a fine in an amount fixed by the court, not to
126	128		exceed double the amount gained or caused by the corporation, [or]
127	129		association, limited liability company, or business entity to be
128	130		lost or damaged, whichever is greater.
129	131		(d) In addition to any sentence that may be imposed by this
130	132		section, a corporation, an [or] association, a limited liability
131	133		company, or another business entity that has been adjudged guilty
132	134		of an offense may be ordered by the court to give notice of the
133	135		conviction to any person the court deems appropriate.
134	136		(e) On conviction of a corporation, an [or] association, a
135	137		limited liability company, or another business entity, the court
136	138		shall notify the attorney general of that fact.
137	139		(f) In this section, "business entity" has the meaning
138	140		assigned by Section 7.21.
139	141		SECTION 4. Section 20.01(4), Penal Code, is amended to read
140	142		as follows:
141	143		(4) "Person" means an individual or a[,] corporation,
142	144		[or] association, limited liability company, or other entity or
143	145		organization governed by the Business Organizations Code.
144	146		SECTION 5. Section 32.43(e), Penal Code, is amended to read
145	147		as follows:
146	148		(e) In lieu of a fine that is authorized by Subsection (d),
147	149		and in addition to the imprisonment that is authorized by that
148	150		subsection, if the court finds that an individual who is a fiduciary
149	151		gained a benefit through the commission of an offense under
150	152		Subsection (b), the court may sentence the individual to pay a fine
151	153		in an amount fixed by the court, not to exceed double the value of
152	154		the benefit gained. This subsection does not affect the
153	155		application of Section 12.51(c) to an offense under this section
154	156		committed by a corporation, an [or] association, a limited
155	157		liability company, or another business entity, as defined by
156	158		Section 7.21.
157	159		SECTION 6. The changes in law made by this Act apply only to
158	160		an offense committed on or after the effective date of this Act. An
159	161		offense committed before the effective date of this Act is governed
160	162		by the law in effect on the date the offense was committed, and the
161	163		former law is continued in effect for that purpose. For purposes of
162	164		this section, an offense was committed before the effective date of
163	165		this Act if any element of the offense was committed before that
164	166		date.
165	167		SECTION 7. This Act takes effect September 1, 2019.
166		-	______________________________ ______________________________
167		-	President of the Senate Speaker of the House
168		-	I hereby certify that S.B. No. 1258 passed the Senate on
169		-	April 29, 2019, by the following vote: Yeas 31, Nays 0.
170		-	______________________________
171		-	Secretary of the Senate
172		-	I hereby certify that S.B. No. 1258 passed the House on
173		-	May 10, 2019, by the following vote: Yeas 127, Nays 14,
174		-	two present not voting.
175		-	______________________________
176		-	Chief Clerk of the House
177		-	Approved:
178		-	______________________________
179		-	Date
180		-	______________________________
181		-	Governor