Bill Text: TX HB2856 | 2017-2018 | 85th Legislature | Enrolled


Bill Title: Relating to names of domestic and foreign filing entities for transacting business in this state.

Spectrum: Partisan Bill (Republican 2-0)

Status: (Passed) 2017-06-09 - Effective on . . . . . . . . . . . . . . . [HB2856 Detail]

Download: Texas-2017-HB2856-Enrolled.html
 
 
  H.B. No. 2856
 
 
 
 
AN ACT
  relating to names of domestic and foreign filing entities for
  transacting business in this state.
         BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
         SECTION 1.  Section 1.002, Business Organizations Code, is
  amended by adding Subdivision (21-a) and amending Subdivision (23)
  to read as follows:
               (21-a)  "Fictitious name" means an assumed name:
                     (A)  that a foreign filing entity adopts for use
  because the name of the entity as stated in the entity's certificate
  of formation or similar organizational instrument is not available
  for use under the laws of this state; and
                     (B)  under which the foreign filing entity is
  registered to transact business in this state, in accordance with
  Chapter 9.
               (23)  "Filing instrument" means an instrument,
  document, consent, or statement that is required or authorized by
  this code to be filed by or for an entity with the filing officer in
  accordance with Chapter 4.
         SECTION 2.  Subchapter A, Chapter 5, Business Organizations
  Code, is amended by adding Section 5.002 to read as follows:
         Sec. 5.002.  EVIDENCE OF ESTABLISHED RIGHT TO
  INDISTINGUISHABLE NAME. Notwithstanding Sections 5.053, 5.102,
  and 5.153, the secretary of state may accept a name if the entity or
  person seeking acceptance of the filing instrument with the
  indistinguishable name delivers to the secretary of state a
  certified copy of the final judgment of a court of competent
  jurisdiction that establishes the entity's or person's right to the
  name in this state.
         SECTION 3.  Section 5.053, Business Organizations Code, is
  amended to read as follows:
         Sec. 5.053.  DISTINGUISHABLE [IDENTICAL AND DECEPTIVELY
  SIMILAR] NAMES REQUIRED [PROHIBITED]. (a) The name of a [A] filing
  entity or the name under which [may not have a name, and] a foreign
  filing entity registers [may not register] to transact business in
  this state must be distinguishable in the records of the secretary
  of state from [under a name, that is the same as, or that the
  secretary of state determines to be deceptively similar or similar
  to]:
               (1)  the name of another existing filing entity;
               (2)  the name of a foreign filing entity that is
  registered under Chapter 9;
               (3)  the fictitious name under which a foreign filing
  entity is registered to transact business in this state;
               (4)  a name that is reserved under Subchapter C; or
               (5) [(4)]  a name that is registered under Subchapter
  D.
         (b)  Subsection (a) does not apply if the other entity or the
  person for whom the name is reserved or registered, as appropriate,
  provides to the secretary of state a notarized written statement of
  the entity's or person's consent to the use of the [similar] name.
         (c)  Subsection (b) does not apply if the secretary of state
  determines that the names are the same.
         SECTION 4.  Section 5.102, Business Organizations Code, is
  amended to read as follows:
         Sec. 5.102.  LIMITATION ON THE RESERVATION OF CERTAIN NAMES
  [PROHIBITED; EXCEPTIONS]. (a)  The secretary of state may [not]
  reserve a name under this subchapter only if the name [that] is
  distinguishable in the records of the secretary of state from [the
  same as, or that the secretary of state considers deceptively
  similar or similar to]:
               (1)  the name of an existing filing entity;
               (2)  the name of a foreign filing entity that is
  registered under Chapter 9;
               (3)  the fictitious name under which a foreign filing
  entity is registered to transact business in this state;
               (4)  a name that is reserved under this subchapter; or
               (5) [(4)]  a name that is registered under Subchapter
  D.
         (b)  Subsection (a) does not apply if the other entity or the
  person for whom the name is reserved or registered, as appropriate,
  provides to the secretary of state a notarized written statement of
  the entity's or person's consent to the subsequent reservation of
  the [similar] name.
         (c)  Subsection (b) does not apply if the secretary of state
  determines that the names are the same.
         SECTION 5.  Section 5.153, Business Organizations Code, is
  amended to read as follows:
         Sec. 5.153.  LIMITATION ON THE REGISTRATION OF CERTAIN NAMES
  [REGISTRATIONS PROHIBITED; EXCEPTIONS]. (a) The secretary of
  state may [not] register a name under this subchapter only if the
  name [that] is distinguishable in the records of the secretary of
  state from [the same as, or that the secretary of state determines
  to be deceptively similar or similar to]:
               (1)  the name of an existing filing entity;
               (2)  the name of a foreign filing entity that is
  registered under Chapter 9;
               (3)  the fictitious name under which a foreign filing
  entity is registered to transact business in this state;
               (4)  a name that is reserved under Subchapter C; or
               (5) [(4)]  a name that is registered under this
  subchapter.
         (b)  Subsection (a) does not apply if:
               (1)  the other entity or the person for whom the name is
  reserved or registered, as appropriate, provides to the secretary
  of state a notarized written statement of the entity's or person's
  consent to the registration of the [similar] name; or
               (2)  the applicant is a bank, trust company, savings
  association, or insurance company that has been in continuous
  existence from a date that precedes the date the indistinguishable
  [conflicting] name is filed with the secretary of state.
         (c)  Subsection (b) does not apply if the secretary of state
  determines that the names are the same.
         SECTION 6.  Section 9.105, Business Organizations Code, is
  amended to read as follows:
         Sec. 9.105.  USE OF DISTINGUISHABLE NAME REQUIRED [SIMILAR
  TO PREVIOUSLY REGISTERED NAME]. If the secretary of state
  determines that the [a foreign filing entity's] name of a foreign
  filing entity or the fictitious name under which it is registered to
  transact business in this state does not comply with Chapter 5 [is
  the same as, deceptively similar to, or similar to a name of a
  filing entity or foreign filing entity as provided by or reserved or
  registered under this code], the secretary of state may not accept
  for filing the certificate of reinstatement unless the foreign
  filing entity contemporaneously amends its registration to change
  its name to a name that complies with Chapter 5, or provides a
  fictitious name under which the foreign filing entity will transact
  business in this state that complies with Chapter 5 [obtains
  consent for the use of the similar name].
         SECTION 7.  Section 11.203, Business Organizations Code, is
  amended to read as follows:
         Sec. 11.203.  USE OF DISTINGUISHABLE NAME REQUIRED [SIMILAR
  TO PREVIOUSLY REGISTERED NAME]. If the secretary of state
  determines that a filing entity's name contained in a certificate
  of reinstatement filed under Section 11.202 does not comply with
  Chapter 5 [is the same as, deceptively similar to, or similar to a
  name of a filing entity or foreign entity on file as provided by or
  reserved or registered under this code], the secretary of state may
  not accept for filing the certificate of reinstatement unless the
  filing entity contemporaneously amends its certificate of
  formation to change its name to a name that complies with Chapter 5
  [or obtains consent for the use of the similar name].
         SECTION 8.  This Act takes effect June 1, 2018.
 
 
  ______________________________ ______________________________
     President of the Senate Speaker of the House     
 
 
         I certify that H.B. No. 2856 was passed by the House on May 9,
  2017, by the following vote:  Yeas 145, Nays 0, 2 present, not
  voting.
 
  ______________________________
  Chief Clerk of the House   
 
 
         I certify that H.B. No. 2856 was passed by the Senate on May
  24, 2017, by the following vote:  Yeas 31, Nays 0.
 
  ______________________________
  Secretary of the Senate    
  APPROVED:  _____________________
                     Date          
   
            _____________________
                   Governor       
feedback