Bill Text: TX SB977 | 2019-2020 | 86th Legislature | Introduced

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Bill Title: Relating to the authority to transfer real property in the name of an entity.

Spectrum: Partisan Bill (Republican 1-0)

Status: (Introduced - Dead) 2019-03-01 - Referred to Business & Commerce [SB977 Detail]

Download: Texas-2019-SB977-Introduced.html

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86R6293 PMO-F
By: Hughes S.B. No. 977

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