| |
| |
| |
|
|
AN ACT
|
|
|
relating to the designation or appointment of registered agents for |
|
|
service of process, notice, or demand on certain entities or |
|
|
associations. |
|
|
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
|
|
SECTION 1. Subchapter E, Chapter 5, Business Organizations |
|
|
Code, is amended by adding Section 5.200 to read as follows: |
|
|
Sec. 5.200. DEFINITIONS. In this subchapter: |
|
|
(1) "Registered agent filing" means: |
|
|
(A) the certificate of formation or similar |
|
|
organizational document of a domestic represented entity; |
|
|
(B) the application for registration of a foreign |
|
|
represented entity; |
|
|
(C) an appointment of agent by an unincorporated |
|
|
nonprofit association under Section 252.011; |
|
|
(D) an appointment of agent by a Texas financial |
|
|
institution under Section 201.103, Finance Code; |
|
|
(E) an appointment of agent by a defense base |
|
|
development authority under Section 379B.004(b), Local Government |
|
|
Code; |
|
|
(F) a statement by a represented entity to change |
|
|
the entity's registered agent, registered office, or both; |
|
|
(G) a certificate of merger or certificate of |
|
|
conversion; |
|
|
(H) a certificate of amendment to the certificate |
|
|
of formation or similar organizational document or the registration |
|
|
of a represented entity; |
|
|
(I) a restated certificate of formation or |
|
|
similar organizational document of a represented entity; |
|
|
(J) any other instrument that is required or |
|
|
permitted by law to be filed by a represented entity that effects a |
|
|
change or correction to the instruments listed in Paragraphs |
|
|
(A)-(I); and |
|
|
(K) a certificate of reinstatement filed under |
|
|
Chapter 9 or 11. |
|
|
(2) "Represented domestic entity" means: |
|
|
(A) a filing entity; |
|
|
(B) an unincorporated nonprofit association for |
|
|
which an appointment of agent has been filed; |
|
|
(C) a Texas financial institution for which an |
|
|
appointment of agent has been filed; |
|
|
(D) a defense base development authority for |
|
|
which an appointment of agent has been filed; or |
|
|
(E) any corporation, association, or other |
|
|
organization incorporated or organized under any special statute of |
|
|
this state, that is governed wholly or partly by this code, or to |
|
|
which the general corporate laws are applicable. |
|
|
(3) "Represented entity" means a represented domestic |
|
|
entity or represented foreign entity. |
|
|
(4) "Represented foreign entity" means: |
|
|
(A) a foreign filing entity for which a |
|
|
registration has been filed; |
|
|
(B) a foreign limited liability partnership for |
|
|
which a registration has been filed; |
|
|
(C) a foreign financial institution for which a |
|
|
registration has been filed; or |
|
|
(D) any corporation, association, or other |
|
|
organization incorporated or organized under the laws of a |
|
|
jurisdiction other than this state that is granted authority to |
|
|
conduct its affairs in this state under any special statute of this |
|
|
state, that is governed wholly or partly by this code, or to which |
|
|
the general corporate laws are applicable. |
|
|
SECTION 2. Section 5.201(b), Business Organizations Code, |
|
|
is amended to read as follows: |
|
|
(b) The registered agent: |
|
|
(1) is an agent of the entity on whom may be served any |
|
|
process, notice, or demand required or permitted by law to be served |
|
|
on the entity; |
|
|
(2) may be: |
|
|
(A) an individual who: |
|
|
(i) is a resident of this state; and |
|
|
(ii) has consented in a written or |
|
|
electronic form to be developed by the office of the secretary of |
|
|
state to serve as the registered agent of the entity; or |
|
|
(B) an organization, other than the filing entity |
|
|
or foreign filing entity to be represented, that: |
|
|
(i) is registered or authorized to do |
|
|
business in this state; and |
|
|
(ii) has consented in a written or |
|
|
electronic form to be developed by the office of the secretary of |
|
|
state to serve as the registered agent of the entity; and |
|
|
(3) must maintain a business office at the same |
|
|
address as the entity's registered office. |
|
|
SECTION 3. Subchapter E, Chapter 5, Business Organizations |
|
|
Code, is amended by adding Section 5.2011 to read as follows: |
|
|
Sec. 5.2011. CONSENT TO SERVE AS REGISTERED AGENT. (a) The |
|
|
designation or appointment of a person as registered agent by an |
|
|
organizer or managerial official of an entity in a registered agent |
|
|
filing is an affirmation by the organizer or managerial official |
|
|
that the person named as registered agent has consented to serve in |
|
|
that capacity. |
|
|
(b) If a person designated or appointed as registered agent |
|
|
in a registered agent filing before the sale, acquisition, or |
|
|
transfer of a majority-in-interest or majority interest of the |
|
|
outstanding ownership or membership interests of the represented |
|
|
entity continues to serve in that capacity after the sale, |
|
|
acquisition, or transfer, the person's continuation of service is |
|
|
an affirmation by the governing authority of the represented entity |
|
|
that the governing authority has verified that the person named as |
|
|
registered agent has consented to continue to serve in that |
|
|
capacity. |
|
|
SECTION 4. Section 5.204(d), Business Organizations Code, |
|
|
is amended to read as follows: |
|
|
(d) On compliance with Subsections (b) and (c), the |
|
|
appointment of the registered agent and the designation of the |
|
|
registered office terminate [terminates]. The termination is |
|
|
effective on the 31st day after the date the secretary of state |
|
|
receives the notice. |
|
|
SECTION 5. Subchapter E, Chapter 5, Business Organizations |
|
|
Code, is amended by adding Sections 5.205, 5.206, 5.207, and 5.208 |
|
|
to read as follows: |
|
|
Sec. 5.205. REJECTION OF APPOINTMENT. (a) A person |
|
|
designated or appointed as an entity's registered agent in a |
|
|
registered agent filing without the person's consent may terminate |
|
|
the person's appointment or designation as registered agent by |
|
|
filing a statement of rejection of appointment with the filing |
|
|
officer. |
|
|
(b) The statement of rejection of appointment must: |
|
|
(1) be signed by the person named as registered agent; |
|
|
(2) contain the name of the represented entity; and |
|
|
(3) contain a statement certifying that the person did |
|
|
not consent to serve as the represented entity's registered agent |
|
|
on the date on which the registered agent filing on which the person |
|
|
is named as registered agent took effect. |
|
|
(c) On acceptance of the statement of rejection of |
|
|
appointment by the filing officer, the designation or appointment |
|
|
of that person as registered agent and the designation of the |
|
|
registered office terminate. |
|
|
(d) On termination of the designation or appointment of a |
|
|
registered agent and the designation of the registered office, the |
|
|
secretary of state shall send notice to the represented entity of |
|
|
the necessity to designate or appoint a new registered agent and |
|
|
registered office in accordance with Section 9.101 or 11.251, as |
|
|
applicable. |
|
|
(e) The filing officer may not charge a fee for the filing of |
|
|
a statement of rejection of appointment. |
|
|
Sec. 5.206. DUTIES OF REGISTERED AGENT. (a) The only |
|
|
duties of a registered agent are to: |
|
|
(1) receive or accept, and forward to the represented |
|
|
entity at the address most recently provided to the registered |
|
|
agent by the represented entity, or otherwise notify the |
|
|
represented entity at that address regarding, any process, notice, |
|
|
or demand that is served on or received by the registered agent; and |
|
|
(2) provide the notices required or permitted by law |
|
|
to be given to the represented entity to the address most recently |
|
|
provided to the registered agent by the represented entity. |
|
|
(b) A person named as the registered agent for a represented |
|
|
entity in a registered agent filing without the person's consent is |
|
|
not required to perform the duties prescribed by this section. |
|
|
Sec. 5.207. DESIGNATION OF REGISTERED AGENT WITHOUT |
|
|
CONSENT; PENALTIES AND LIABILITIES. Sections 4.007 and 4.008 apply |
|
|
with respect to a false statement in a registered agent filing that |
|
|
names a person the registered agent of a represented entity without |
|
|
the person's consent. |
|
|
Sec. 5.208. IMMUNITY FROM LIABILITY. (a) A person |
|
|
designated or appointed as the registered agent of a represented |
|
|
entity is not liable solely because of the person's designation or |
|
|
appointment as registered agent for the debts, liabilities, or |
|
|
obligations of the represented entity. |
|
|
(b) A person who has been designated or appointed as a |
|
|
registered agent in a registered agent filing but has not consented |
|
|
to serve as the represented entity's registered agent may not be |
|
|
held liable: |
|
|
(1) under a judgment, decree, or order of a court, |
|
|
agency, or tribunal of any type, or in any other manner, in this or |
|
|
any other state, or on any other basis, for a debt, obligation, or |
|
|
liability of the represented entity, whether arising in contract, |
|
|
tort, or otherwise, solely because of the person's designation or |
|
|
appointment as registered agent; or |
|
|
(2) to the represented entity or to a person who |
|
|
reasonably relied on the unauthorized designation or appointment |
|
|
solely because of the person's failure or refusal to perform the |
|
|
duties of a registered agent under Section 5.206. |
|
|
SECTION 6. The changes in law made by this Act apply only to |
|
|
the designation or appointment of a registered agent made on or |
|
|
after the effective date of this Act. The designation or |
|
|
appointment of a registered agent made before the effective date of |
|
|
this Act is governed by the law in effect on the date the |
|
|
designation or appointment was made, and the former law is |
|
|
continued in effect for that purpose. |
|
|
SECTION 7. This Act takes effect January 1, 2010. |
| |
| |
| |
______________________________ |
______________________________ |
| |
President of the Senate |
Speaker of the House |
| |
| |
|
|
I certify that H.B. No. 1787 was passed by the House on April |
|
|
29, 2009, by the following vote: Yeas 139, Nays 0, 1 present, not |
|
|
voting; and that the House concurred in Senate amendments to H.B. |
|
|
No. 1787 on May 29, 2009, by the following vote: Yeas 144, Nays 0, |
|
|
2 present, not voting. |
|
|
|
|
|
______________________________ |
|
|
Chief Clerk of the House |
| |
|
|
I certify that H.B. No. 1787 was passed by the Senate, with |
|
|
amendments, on May 26, 2009, by the following vote: Yeas 31, Nays |
|
|
0. |
|
|
|
|
|
______________________________ |
|
|
Secretary of the Senate |
|
|
APPROVED: __________________ |
|
|
Date |
|
|
|
|
|
__________________ |
|
|
Governor |