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A BILL TO BE ENTITLED
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AN ACT
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relating to the authority to transfer real property in the name of |
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an entity. |
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BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
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SECTION 1. Chapter 12, Property Code, is amended by adding |
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Section 12.019 to read as follows: |
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Sec. 12.019. AFFIDAVIT OF AUTHORITY TO TRANSFER. (a) In |
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this section, "domestic entity," "foreign entity," and |
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"jurisdiction of formation" have the meanings assigned by Section |
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1.002, Business Organizations Code. |
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(b) A domestic entity or foreign entity that is active or in |
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good standing under the laws of the entity's jurisdiction of |
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formation may execute and record an affidavit identifying an |
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individual with authority to transfer on behalf of the entity an |
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estate or interest in real property in the name of the entity. |
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(c) An estate or interest in real property in the name of a |
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domestic entity or foreign entity may be transferred by an |
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individual identified as authorized to do so in an affidavit |
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described by Subsection (b). |
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(d) An affidavit described by Subsection (b) must: |
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(1) be executed under penalty of perjury by an |
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individual who swears that the individual: |
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(A) is at least 18 years of age; |
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(B) is authorized to act on behalf of the entity; |
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(C) is fully competent to execute the affidavit; |
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and |
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(D) understands that: |
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(i) third parties will rely on the |
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truthfulness of the statements made in the affidavit; and |
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(ii) the affidavit is made under penalty of |
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perjury; and |
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(2) state: |
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(A) the name of the domestic entity or foreign |
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entity that holds title to the real property and that the entity is |
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active or in good standing under the laws of the entity's |
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jurisdiction of formation; |
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(B) the address, including street address, of the |
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domestic entity's or foreign entity's principal place of business |
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in this state or, if the entity does not have a principal place of |
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business in this state, the address of the entity's principal place |
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of business in the state or country that is the entity's |
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jurisdiction of formation; |
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(C) the legal description of the real property an |
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estate or interest in which is to be transferred and specify the |
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nature of the transfer authorized; and |
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(D) the name and title of a person authorized to |
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transfer on the entity's behalf an estate or interest in the real |
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property described in the affidavit. |
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(e) Except as provided by Subsection (f), the individual |
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executing an affidavit described by Subsection (b) may not be the |
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individual authorized to transfer an estate or interest in the real |
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property described in the affidavit. |
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(f) The individual executing the affidavit described by |
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Subsection (b) may be the individual identified as authorized in |
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the affidavit if: |
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(1) the entity is a for-profit corporation and the |
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affidavit includes a representation by the affiant that the affiant |
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is the sole shareholder, director, and officer of the corporation; |
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or |
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(2) the entity is a limited liability company and the |
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affidavit includes a representation by the affiant that the affiant |
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is the sole member and manager of the limited liability company. |
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(g) The affidavit may be recorded in the county clerk's |
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office in the county in which the real property is located. The |
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county clerk may collect a fee for recording an affidavit under this |
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section in the amount authorized for recording a transfer of real |
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property. |
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(h) An affidavit that complies with this section and is |
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filed as authorized by Subsection (g) is conclusive proof of the |
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factual matters stated in the affidavit. A bona fide purchaser or |
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mortgagee for value, a successor or assign of a bona fide purchaser |
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or mortgagee for value, or a title insurance company may rely |
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conclusively on the affidavit. |
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(i) A person who in good faith acts in reliance on an |
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affidavit that complies with this section and is filed as |
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authorized by Subsection (g), without knowledge that the |
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representations contained in the affidavit are incorrect, is not |
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liable to any person for that act and may assume without inquiry the |
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existence of the facts contained in the affidavit. |
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SECTION 2. This Act takes effect September 1, 2019. |