Bill Text: TX HB2856 | 2017-2018 | 85th Legislature | Engrossed
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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-Engrossed.html
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-Engrossed.html
85R17666 TSR-F | ||
By: Villalba | H.B. No. 2856 |
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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 [ |
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entity or the name under which [ |
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filing entity registers [ |
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this state must be distinguishable in the records of the secretary | ||
of state from [ |
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(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) [ |
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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 [ |
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(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 | ||
[ |
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reserve a name under this subchapter only if the name [ |
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distinguishable in the records of the secretary of state from [ |
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(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) [ |
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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 [ |
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(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 | ||
[ |
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state may [ |
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name [ |
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state from [ |
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(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) [ |
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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 [ |
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(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 | ||
[ |
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(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 [ |
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determines that the [ |
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filing entity or the fictitious name under which it is registered to | ||
transact business in this state does not comply with Chapter 5 [ |
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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 [ |
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SECTION 7. Section 11.203, Business Organizations Code, is | ||
amended to read as follows: | ||
Sec. 11.203. USE OF DISTINGUISHABLE NAME REQUIRED [ |
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determines that a filing entity's name contained in a certificate | ||
of reinstatement filed under Section 11.202 does not comply with | ||
Chapter 5 [ |
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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 | ||
[ |
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SECTION 8. This Act takes effect June 1, 2018. |