87R10494 JXC-D
By: Rose H.B. No. 3477
A BILL TO BE ENTITLED
AN ACT
relating to the termination of corporate privileges for certain
business entities under enforcement action for a violation of
environmental laws.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
SECTION 1. Section 11.251(b), Business Organizations Code,
is amended to read as follows:
(b) The secretary of state may terminate a filing entity's
existence if:
(1) the secretary finds that:
(A) [(1)] the entity has failed to, and, before
the 91st day after the date notice was mailed has not corrected the
entity's failure to:
(i) [(A)] file a report within the period
required by law or pay a fee or penalty prescribed by law when due
and payable; or
(ii) [(B)] maintain a registered agent or
registered office in this state as required by law; or
(B) [(2)] the entity has failed to, and, before
the 16th day after the date notice was mailed has not corrected the
entity's failure to, pay a fee required in connection with the
filing of its certificate of formation, or payment of the fee was
dishonored when presented by the state for payment; or
(2) the Texas Commission on Environmental Quality has
issued an order of termination under Subchapter I, Chapter 7, Water
Code.
SECTION 2. Section 11.253(a), Business Organizations Code,
is amended to read as follows:
(a) The secretary of state shall reinstate a filing entity
that has been involuntarily terminated under this subchapter if the
entity files a certificate of reinstatement in accordance with
Chapter 4 and:
(1) the entity has corrected the circumstances that
led to the involuntary termination and any other circumstances that
may exist of the types described by Section 11.251(b)(1)
[11.251(b)], including the payment of fees, interest, or penalties;
[or]
(2) the Texas Commission on Environmental Quality has
issued an order of reinstatement under Subchapter I, Chapter 7,
Water Code, if the involuntary termination was based on an order of
termination under Subchapter I, Chapter 7, Water Code; or
(3) the secretary of state finds that the
circumstances that led to the involuntary termination did not exist
at the time of termination.
SECTION 3. Chapter 7, Water Code, is amended by adding
Subchapter I to read as follows:
SUBCHAPTER I. TERMINATION OF CORPORATE PRIVILEGES
Sec. 7.401. DEFINITIONS. In this subchapter:
(1) "Environmental disaster" means a violation of law
under the jurisdiction of the commission resulting in significant
harm to human life.
(2) "Filing entity" means a domestic entity that is a
corporation, limited partnership, limited liability company,
professional association, cooperative, or real estate investment
trust.
Sec. 7.402. ENVIRONMENTAL DISASTER. (a) The commission
shall adopt rules to establish criteria for determining whether a
filing entity that is subject to an enforcement action under this
chapter is responsible for an environmental disaster in this state.
(b) In adopting rules under this section, the commission
shall consider whether a violation leading to an enforcement action
has caused:
(1) an increase in fatal diseases, including cancer,
in the population near the facility where the violation occurred;
(2) contaminated water;
(3) contaminated air; or
(4) a negative effect on the quality of life of the
population near the facility where the violation occurred.
Sec. 7.403. TERMINATION OF CORPORATE PRIVILEGES. (a) If
the commission determines that a filing entity that is subject to an
enforcement action under this chapter is responsible for an
environmental disaster in this state, the commission shall:
(1) issue an order for the termination of the filing
entity; and
(2) deliver a copy of the order to the secretary of
state and the filing entity.
(b) An order issued under this section must include a
provision for how the filing entity may meet requirements for
reinstatement through the remediation of the environmental
disaster.
Sec. 7.404. REINSTATEMENT OF CORPORATE PRIVILEGES. (a) A
filing entity that receives a termination order under this
subchapter may file with the commission evidence showing that the
filing entity has met the remediation requirements described by the
termination order.
(b) If the commission determines that the filing entity has
met the remediation requirements of the termination order, the
commission shall:
(1) issue an order for the reinstatement of the filing
entity; and
(2) deliver a copy of the order to the secretary of
state and the filing entity.
SECTION 4. Section 11.251(b), Business Organizations Code,
as amended by this Act, applies only to a filing entity for which
the Texas Commission on Environmental Quality issues an order under
Subchapter I, Chapter 7, Water Code, as added by this Act, for a
violation committed on or after the effective date of this Act. If
the violation was committed before the effective date of this Act,
the filing entity is governed by the law in effect on the date the
violation was committed, and the former law is continued in effect
for that purpose. For purposes of this section, a violation was
committed before the effective date of this Act if any element of
the violation occurred before that date.
SECTION 5. This Act takes effect September 1, 2021.