| 1 | 1 | | 87R16581 MLH-F |
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| 2 | 2 | | By: Menéndez S.B. No. 2160 |
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| 3 | 3 | | |
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| 4 | 4 | | |
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| 5 | 5 | | A BILL TO BE ENTITLED |
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| 6 | 6 | | AN ACT |
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| 7 | 7 | | relating to the filing of an assumed name certificate by certain |
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| 8 | 8 | | business entities. |
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| 9 | 9 | | BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
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| 10 | 10 | | SECTION 1. Section 71.103, Business & Commerce Code, is |
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| 11 | 11 | | amended to read as follows: |
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| 12 | 12 | | Sec. 71.103. PLACE OF FILING. (a) A corporation, limited |
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| 13 | 13 | | partnership, limited liability partnership, limited liability |
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| 14 | 14 | | company, or foreign filing entity required to file a certificate |
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| 15 | 15 | | under Section 71.101: |
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| 16 | 16 | | (1) shall file the certificate in the office of the |
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| 17 | 17 | | secretary of state; and |
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| 18 | 18 | | (2) may file the certificate in the office or offices |
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| 19 | 19 | | of each county clerk as specified by Subsection (b) or (c). |
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| 20 | 20 | | (b) An entity that maintains a registered office in this |
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| 21 | 21 | | state may file the certificate in the office of the county clerk of |
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| 22 | 22 | | the county in which the entity's: |
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| 23 | 23 | | (1) registered office is located, if the entity's |
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| 24 | 24 | | principal office is not located in this state; or |
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| 25 | 25 | | (2) principal office is located, if the entity's |
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| 26 | 26 | | principal office is located in this state. |
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| 27 | 27 | | (c) An entity that does not maintain a registered office in |
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| 28 | 28 | | this state may file the certificate: |
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| 29 | 29 | | (1) in the office of the county clerk of the county in |
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| 30 | 30 | | which the entity's office in this state is located; or |
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| 31 | 31 | | (2) in the office of the county clerk of the county in |
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| 32 | 32 | | which the entity's principal place of business in this state is |
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| 33 | 33 | | located, if: |
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| 34 | 34 | | (A) the entity is not incorporated, formed, or |
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| 35 | 35 | | organized under the laws of this state; and |
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| 36 | 36 | | (B) the county in which the entity's principal |
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| 37 | 37 | | place of business in this state is located is not the same county in |
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| 38 | 38 | | which the entity's office is located. |
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| 39 | 39 | | SECTION 2. Section 71.104, Business & Commerce Code, is |
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| 40 | 40 | | amended by adding Subsection (b) to read as follows: |
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| 41 | 41 | | (b) A certificate filed in a county clerk's office must be |
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| 42 | 42 | | executed and acknowledged in the manner provided by Section 71.053 |
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| 43 | 43 | | for a certificate filed under that section. |
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| 44 | 44 | | SECTION 3. Section 71.104(b), Business & Commerce Code, as |
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| 45 | 45 | | added by this Act, applies only to a certificate filed on or after |
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| 46 | 46 | | the effective date of this Act. A certificate filed before the |
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| 47 | 47 | | effective date of this Act is governed by the law in effect on the |
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| 48 | 48 | | date the certificate was filed, and the former law is continued in |
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| 49 | 49 | | effect for that purpose. |
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| 50 | 50 | | SECTION 4. This Act takes effect September 1, 2021. |
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