| 1 | 1 | | 89R13501 SRA-F |
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| 2 | 2 | | By: Blanco S.B. No. 2697 |
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| 3 | 3 | | |
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| 4 | 4 | | |
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| 5 | 5 | | |
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| 6 | 6 | | |
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| 7 | 7 | | A BILL TO BE ENTITLED |
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| 8 | 8 | | AN ACT |
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| 9 | 9 | | relating to the revival of a filing entity's corporate privileges |
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| 10 | 10 | | and the reinstatement of the entity's certificate of formation |
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| 11 | 11 | | following certain forfeitures under the Tax Code. |
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| 12 | 12 | | BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
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| 13 | 13 | | SECTION 1. The heading to Section 11.254, Business |
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| 14 | 14 | | Organizations Code, is amended to read as follows: |
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| 15 | 15 | | Sec. 11.254. EFFECT OF REVIVAL AND REINSTATEMENT [OF |
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| 16 | 16 | | CERTIFICATE OF FORMATION] FOLLOWING [TAX] FORFEITURE OF FILING |
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| 17 | 17 | | ENTITY UNDER TAX CODE. |
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| 18 | 18 | | SECTION 2. Sections 11.254(a) and (b), Business |
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| 19 | 19 | | Organizations Code, are amended to read as follows: |
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| 20 | 20 | | (a) A filing entity whose corporate privileges are |
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| 21 | 21 | | [certificate of formation has been] forfeited under the provisions |
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| 22 | 22 | | of the Tax Code for failure to file a report or pay a tax or penalty |
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| 23 | 23 | | must follow the procedures in the Tax Code to revive those |
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| 24 | 24 | | privileges and, if applicable, reinstate the filing entity's [its] |
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| 25 | 25 | | certificate of formation. A filing entity whose privileges are |
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| 26 | 26 | | revived and whose certificate of formation is reinstated under the |
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| 27 | 27 | | provisions of the Tax Code is considered to have continued in |
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| 28 | 28 | | existence without interruption from the date of forfeiture. |
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| 29 | 29 | | (b) The revival of a filing entity's corporate privileges or |
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| 30 | 30 | | the reinstatement of a filing entity's certificate of formation |
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| 31 | 31 | | after its forfeiture has no effect on any issue of the personal |
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| 32 | 32 | | liability of the governing persons, officers, or agents of the |
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| 33 | 33 | | filing entity during the period between the date the privileges |
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| 34 | 34 | | were forfeited and the date the privileges were reinstated |
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| 35 | 35 | | [forfeiture and reinstatement of the certificate of formation]. |
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| 36 | 36 | | SECTION 3. This Act takes effect September 1, 2025. |
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