Bill Text: TX SB1969 | 2019-2020 | 86th Legislature | Enrolled
Bill Title: Relating to ratification of defective corporate acts of nonprofit corporations; authorizing a fee.
Spectrum: Bipartisan Bill
Status: (Passed) 2019-06-10 - Effective on 9/1/19 [SB1969 Detail]
Download: Texas-2019-SB1969-Enrolled.html
S.B. No. 1969 |
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relating to ratification of defective corporate acts of nonprofit | ||
corporations; authorizing a fee. | ||
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: | ||
SECTION 1. Chapter 22, Business Organizations Code, is | ||
amended by adding Subchapter J to read as follows: | ||
SUBCHAPTER J. RATIFICATION OF DEFECTIVE CORPORATE ACTS; | ||
PROCEEDINGS | ||
Sec. 22.501. DEFINITIONS. In this subchapter: | ||
(1) "Corporate statute," with respect to an action or | ||
filing, means this code, the former Texas Non-Profit Corporation | ||
Act (Article 1396-1.01 et seq., Vernon's Texas Civil Statutes), or | ||
any predecessor statute of this state that governed the action or | ||
the filing. | ||
(2) "Defective corporate act" means: | ||
(A) an election or appointment of directors that | ||
is void or voidable due to a failure of authorization; or | ||
(B) any act or transaction purportedly taken by | ||
or on behalf of the corporation that is, and at the time the act or | ||
transaction was purportedly taken would have been, within the power | ||
of a corporation to take under the corporate statute, but is void or | ||
voidable due to a failure of authorization. | ||
(3) "District court" means a district court in: | ||
(A) the county in which the corporation's | ||
principal office in this state is located; or | ||
(B) the county in which the corporation's | ||
registered office in this state is located, if the corporation does | ||
not have a principal office in this state. | ||
(4) "Failure of authorization" means: | ||
(A) the failure to authorize or effect an act or | ||
transaction in compliance with the provisions of the corporate | ||
statute, the governing documents of the corporation, a corporate | ||
resolution, or any plan or agreement to which the corporation is a | ||
party, if and to the extent the failure would render the act or | ||
transaction void or voidable; or | ||
(B) the failure of the board of directors or an | ||
officer of the corporation to authorize or approve an act or | ||
transaction taken by or on behalf of the corporation that required | ||
the prior authorization or approval of the board of directors or the | ||
officer. | ||
(5) "Time of the defective corporate act" means the | ||
date and time the defective corporate act was purported to have been | ||
taken or the approximate date and time, if the exact date is | ||
unknown. | ||
(6) "Validation effective time" or "effective time of | ||
the validation," with respect to any defective corporate act | ||
ratified under this subchapter, means the latest of: | ||
(A) the time at which the defective corporate act | ||
submitted to the members for approval under Section 22.505 is | ||
approved by the members or, if the corporation has no members or has | ||
no members with voting rights or if no member approval is required, | ||
the time at which the board of directors adopts the resolutions | ||
required by Section 22.503; | ||
(B) if a certificate of validation is not | ||
required to be filed under Section 22.508, the time, if any, | ||
specified by the board of directors or the members in the | ||
resolutions adopted under Section 22.503, which may not precede the | ||
time at which the resolutions are adopted; or | ||
(C) the time at which any certificate of | ||
validation filed under Section 22.508 takes effect in accordance | ||
with Chapter 4. | ||
Sec. 22.502. RATIFICATION OF DEFECTIVE CORPORATE ACT. | ||
Subject to Section 22.509, a defective corporate act is not void or | ||
voidable solely as a result of a failure of authorization if the act | ||
is: | ||
(1) ratified in accordance with this subchapter; or | ||
(2) validated by the district court in a proceeding | ||
brought under Section 22.512. | ||
Sec. 22.503. RATIFICATION OF DEFECTIVE CORPORATE ACT; | ||
ADOPTION OF RESOLUTIONS. (a) To ratify one or more defective | ||
corporate acts, the board of directors of the corporation shall | ||
adopt resolutions stating: | ||
(1) the defective corporate act or acts to be | ||
ratified; | ||
(2) the date of each defective corporate act; | ||
(3) the nature of the failure of authorization with | ||
respect to each defective corporate act to be ratified; and | ||
(4) that the board of directors approves the | ||
ratification of the defective corporate act or acts. | ||
(b) If the corporation has members with voting rights, a | ||
resolution may also state that, notwithstanding member approval of | ||
the ratification of a defective corporate act that is a subject of | ||
the resolution, the board of directors may, with respect to the | ||
defective corporate act, abandon the ratification of the defective | ||
corporate act at any time before the validation effective time | ||
without further member action. | ||
(c) If the management of the affairs of the corporation is | ||
vested in its members under Section 22.202, the members of the | ||
corporation shall adopt resolutions stating: | ||
(1) the defective corporate act or acts to be | ||
ratified; | ||
(2) the date of each defective corporate act; | ||
(3) the nature of the failure of authorization with | ||
respect to each corporate act to be ratified; and | ||
(4) that the members approve the ratification of the | ||
defective corporate act or acts. | ||
Sec. 22.504. QUORUM AND VOTING REQUIREMENTS FOR ADOPTION OF | ||
RESOLUTIONS. (a) The quorum and voting requirements applicable to | ||
the adoption of the resolutions to ratify a defective corporate act | ||
under Section 22.503 are the same as the quorum and voting | ||
requirements applicable at the time of the adoption of the | ||
resolutions for the type of defective corporate act proposed to be | ||
ratified. | ||
(b) Notwithstanding Subsection (a) and except as provided | ||
by Subsection (c), if in order for a quorum to be present or to | ||
approve the defective corporate act, the presence or approval of a | ||
larger number or portion of the governing authority would have been | ||
required by the governing documents of the corporation, any plan or | ||
agreement to which the corporation was a party, or any provision of | ||
the corporate statute, each as in effect at the time of the | ||
defective corporate act, then the presence or approval of the | ||
larger number or portion of such governing authority must be | ||
required for a quorum to be present or to adopt the resolutions to | ||
ratify the defective corporate act, as applicable. | ||
(c) If the corporation has members with voting rights or if | ||
the corporation had members with voting rights at the time of the | ||
taking of the defective corporate act, the presence or approval of | ||
any director elected, appointed, or nominated by a class of members | ||
that no longer exists, or by any person that is no longer a member, | ||
shall not be required for a quorum to be present or to adopt the | ||
resolutions. | ||
Sec. 22.505. APPROVAL OF RATIFIED DEFECTIVE CORPORATE ACT | ||
BY MEMBERS WITH VOTING RIGHTS REQUIRED; EXCEPTION. If the | ||
corporation has members with voting rights, each defective | ||
corporate act ratified under Section 22.503(a) must be submitted to | ||
such members of the corporation for approval as provided by | ||
Sections 22.506 and 22.507, unless no other provision of the | ||
corporate statute, no provision of the corporation's governing | ||
documents, and no provision of any plan or agreement to which the | ||
corporation is a party would have required approval by such members | ||
of: | ||
(1) the defective corporate act to be ratified at the | ||
time of that defective corporate act; or | ||
(2) the type of defective corporate act to be ratified | ||
at the time the board of directors adopts the resolutions ratifying | ||
that defective corporate act under Section 22.503. | ||
Sec. 22.506. NOTICE REQUIREMENTS FOR RATIFIED DEFECTIVE | ||
CORPORATE ACT SUBMITTED FOR APPROVAL OF MEMBERS WITH VOTING RIGHTS. | ||
(a) If a corporation has members with voting rights and if the | ||
ratification of a defective corporate act is required to be | ||
submitted to such members for approval under Section 22.505, notice | ||
of the time, place, if any, and purpose of the meeting shall be | ||
given at least 20 days before the date of the meeting to: | ||
(1) each member with voting rights as of the record | ||
date of the meeting, at the address of the member as it appears or | ||
most recently appeared, as appropriate, on the corporation's | ||
records; and | ||
(2) each member with voting rights as of the time of | ||
the defective corporate act, except that notice is not required to | ||
be given to a member whose identity or address cannot be ascertained | ||
from the corporation's records. | ||
(b) The notice must contain: | ||
(1) copies of the resolutions adopted by the board of | ||
directors under Section 22.503 or the information required by | ||
Sections 22.503(a)(1)-(4); and | ||
(2) a statement that, on member approval of the | ||
ratification of the defective corporate act made in accordance with | ||
this subchapter, the member's right to challenge the defective | ||
corporate act is limited to an action claiming that a court of | ||
appropriate jurisdiction, in its discretion, should declare: | ||
(A) that the ratification not take effect or that | ||
it take effect only on certain conditions, if that action is filed | ||
with the court not later than the 120th day after the applicable | ||
validation effective time; or | ||
(B) that the ratification was not accomplished in | ||
accordance with this subchapter. | ||
Sec. 22.507. QUORUM AND VOTING FOR APPROVAL OF RATIFIED | ||
DEFECTIVE CORPORATE ACT AT MEETING OF MEMBERS WITH VOTING RIGHTS. | ||
(a) If the corporation has members with voting rights, at the | ||
meeting of such members, the quorum and voting requirements | ||
applicable to the approval of the ratification of a defective | ||
corporate act under Section 22.505 are the same as the quorum and | ||
voting requirements applicable at the time of the approval by the | ||
members of the ratification for the type of ratified defective | ||
corporate act proposed to be approved, except as provided by this | ||
section. | ||
(b) If the presence or approval of a larger number of | ||
members or of any class of members would have been required for a | ||
quorum to be present or to approve the defective corporate act, as | ||
applicable, by the corporation's governing documents, any plan or | ||
agreement to which the corporation was a party, or any provision of | ||
the corporate statute, each as in effect at the time of the | ||
defective corporate act, then the presence or approval of the | ||
larger number of members or of the class of members shall be | ||
required for a quorum to be present or to approve the ratification | ||
of the defective corporate act, as applicable, except that the | ||
presence or approval of any class that is no longer in existence or | ||
has no members, or of any person that is no longer a member with | ||
voting rights, is not required. | ||
(c) The approval by the members with voting rights of the | ||
ratification of the election of a director requires the affirmative | ||
vote of the majority of members present at the meeting and entitled | ||
to vote on the election of the director at the time of the approval, | ||
unless the governing documents of the corporation then in effect or | ||
in effect at the time of the defective election require or required | ||
a larger number of members with voting rights or of any class of | ||
members with voting rights to elect the director, in which case the | ||
affirmative vote of the larger number of members or of the class of | ||
members is required to ratify the election of the director, except | ||
that the presence or approval of any class that is no longer in | ||
existence or has no members, or of any person that is no longer a | ||
member with voting rights, is not required. | ||
Sec. 22.508. CERTIFICATE OF VALIDATION. (a) If a | ||
defective corporate act ratified under this subchapter would have | ||
required under any other provision of the corporate statute the | ||
filing of a filing instrument or other document with the filing | ||
officer, the corporation shall file a certificate of validation | ||
with respect to the defective corporate act in accordance with | ||
Chapter 4, regardless of whether a filing instrument or other | ||
document was previously filed with respect to the defective | ||
corporate act. The filing of another filing instrument or document | ||
is not required. | ||
(b) A separate certificate of validation is required for | ||
each defective corporate act for which a certificate of validation | ||
is required under this section, except that two or more defective | ||
corporate acts may be included in a single certificate of | ||
validation if the corporation filed, or to comply with the | ||
applicable provisions of this code could have filed, a single | ||
filing instrument or other document under another provision of this | ||
code to effect the acts. | ||
(c) The certificate of validation must include: | ||
(1) each defective corporate act that is a subject of | ||
the certificate of validation, including: | ||
(A) the date of the defective corporate act; and | ||
(B) the nature of the failure of authorization | ||
with respect to the defective corporate act; | ||
(2) a statement that each defective corporate act was | ||
ratified in accordance with this subchapter, including: | ||
(A) the date on which the board of directors | ||
ratified each defective corporate act; and | ||
(B) if the corporation has members with voting | ||
rights, the date, if any, on which the members approved the | ||
ratification of each defective corporate act or, if the management | ||
of the affairs of the corporation is vested in its members under | ||
Section 22.202, the date on which the members ratified each | ||
defective corporate act; and | ||
(3) as appropriate: | ||
(A) if a filing instrument was previously filed | ||
with a filing officer under the corporate statute with respect to | ||
the defective corporate act and no change to the filing instrument | ||
is required to give effect to the defective corporate act as | ||
ratified in accordance with this subchapter: | ||
(i) the name, title, and filing date of the | ||
previously filed filing instrument and of any certificate of | ||
correction to the filing instrument; and | ||
(ii) a statement that a copy of the | ||
previously filed filing instrument, together with any certificate | ||
of correction to the filing instrument, is attached as an exhibit to | ||
the certificate of validation; | ||
(B) if a filing instrument was previously filed | ||
with a filing officer under the corporate statute with respect to | ||
the defective corporate act and the filing instrument requires any | ||
change to give effect to the defective corporate act as ratified in | ||
accordance with this subchapter, including a change to the date and | ||
time of the effectiveness of the filing instrument: | ||
(i) the name, title, and filing date of the | ||
previously filed filing instrument and of any certificate of | ||
correction to the filing instrument; | ||
(ii) a statement that a filing instrument | ||
containing all the information required to be included under the | ||
applicable provisions of this code to give effect to the ratified | ||
defective corporate act is attached as an exhibit to the | ||
certificate of validation; and | ||
(iii) the date and time that the attached | ||
filing instrument is considered to have become effective under this | ||
subchapter; or | ||
(C) if a filing instrument was not previously | ||
filed with a filing officer under the corporate statute with | ||
respect to the defective corporate act and the defective corporate | ||
act as ratified under this subchapter would have required under the | ||
other applicable provisions of this code the filing of a filing | ||
instrument in accordance with Chapter 4, if the defective corporate | ||
act had occurred when this code was in effect: | ||
(i) a statement that a filing instrument | ||
containing all the information required to be included under the | ||
applicable provisions of this code to give effect to the defective | ||
corporate act, as if the defective corporate act had occurred when | ||
this code was in effect, is attached as an exhibit to the | ||
certificate of validation; and | ||
(ii) the date and time that the attached | ||
filing instrument is considered to have become effective under this | ||
subchapter. | ||
(d) A filing instrument attached to a certificate of | ||
validation under Subsection (c)(3)(B) or (C) does not need to be | ||
executed separately and does not need to include any statement | ||
required by any other provision of this code that the instrument has | ||
been approved and adopted in accordance with that provision. | ||
Sec. 22.509. ADOPTION OF RESOLUTIONS; EFFECT ON DEFECTIVE | ||
CORPORATE ACT. On or after the validation effective time, unless | ||
determined otherwise in an action brought under Section 22.512, | ||
each defective corporate act ratified in accordance with this | ||
subchapter may not be considered void or voidable as a result of the | ||
failure of authorization described by the resolutions adopted under | ||
Sections 22.503 and 22.504, and the effect shall be retroactive to | ||
the time of the defective corporate act. | ||
Sec. 22.510. NOTICE TO MEMBERS FOLLOWING RATIFICATION OF | ||
DEFECTIVE CORPORATE ACT. (a) If the management of the affairs of a | ||
corporation is vested in its members under Section 22.202 or if a | ||
corporation has members with voting rights, for each defective | ||
corporate act ratified by the governing authority under Sections | ||
22.503 and 22.504, notice of the ratification shall be given | ||
promptly to: | ||
(1) each member having voting rights as of the date the | ||
governing authority adopted the resolutions ratifying the | ||
defective corporate act; or | ||
(2) each member having voting rights as of a date not | ||
later than the 60th day after the date of adoption, as established | ||
by the governing authority. | ||
(b) Notice under this section shall be sent to the address | ||
of a member described by Subsection (a)(1) or (a)(2) as the address | ||
appears or most recently appeared, as appropriate, on the records | ||
of the corporation. | ||
(c) Notice under this section shall also be given to each | ||
member having voting rights as of the time of the defective | ||
corporate act, except that notice is not required to be given to a | ||
member whose identity or address cannot be ascertained from the | ||
corporation's records. | ||
(d) The notice must contain: | ||
(1) copies of the resolutions adopted by the governing | ||
authority under Section 22.503 or the information required by | ||
Sections 22.503(a)(1)-(4) or 22.503(c)(1)-(4), as applicable; and | ||
(2) a statement that, on ratification of the defective | ||
corporate act made in accordance with this subchapter, the member's | ||
right to challenge the defective corporate act is limited to an | ||
action claiming that a court of appropriate jurisdiction, in its | ||
discretion, should declare: | ||
(A) that the ratification not take effect or that | ||
it take effect only on certain conditions, if the action is filed | ||
not later than the 120th day after the later of the applicable | ||
validation effective time or the time at which the notice required | ||
by this section is given; or | ||
(B) that the ratification was not accomplished in | ||
accordance with this subchapter. | ||
(e) Notwithstanding Subsections (a)-(d), notice is not | ||
required to be given under this section to a person if notice of the | ||
ratification of the defective corporate act is given to that person | ||
in accordance with Section 22.506. | ||
(f) For purposes of Sections 22.505, 22.506, and 22.507 and | ||
this section, notice to members with voting rights as of the time of | ||
the defective corporate act shall be treated as notice to such | ||
members for purposes of Sections 6.051, 6.052, 6.053, 6.201, 6.202, | ||
6.203, 6.204, 6.205, and 22.156. | ||
(g) If the ratification of a defective corporate act has | ||
been approved by the members acting under Section 6.202, the notice | ||
required by this section may be included in any notice required to | ||
be given under Section 6.202(d) and, if included: | ||
(1) shall be sent to the members entitled to the notice | ||
under Section 6.202(d) and all other members otherwise entitled to | ||
the notice under Subsection (a); and | ||
(2) is not required to be sent to members who signed a | ||
consent described by Section 6.202(b). | ||
Sec. 22.511. RATIFICATION PROCEDURES OR COURT PROCEEDINGS | ||
CONCERNING VALIDATION NOT EXCLUSIVE. (a) Ratification of an act | ||
or transaction under this subchapter or validation of an act or | ||
transaction as provided by Sections 22.512 through 22.515 is not | ||
the exclusive means of ratifying or validating any act or | ||
transaction taken by or on behalf of the corporation, including any | ||
defective corporate act, or of adopting or endorsing any act or | ||
transaction taken by or in the name of the corporation before the | ||
corporation exists. | ||
(b) The absence or failure of ratification of an act or | ||
transaction in accordance with this subchapter or of validation of | ||
an act or transaction as provided by Sections 22.512 through 22.515 | ||
does not, of itself, affect the validity or effectiveness of any act | ||
or transaction properly ratified under common law or otherwise, nor | ||
does it create a presumption that any such act or transaction is or | ||
was a defective corporate act. | ||
Sec. 22.512. PROCEEDING REGARDING VALIDITY OF DEFECTIVE | ||
CORPORATE ACTS. (a) The following may bring an action under this | ||
section: | ||
(1) the corporation; | ||
(2) any successor entity to the corporation; | ||
(3) any member of the corporation's board of directors | ||
or other person having fiduciary responsibility in relation to the | ||
actions of the corporation; | ||
(4) any member with voting rights; or | ||
(5) any record member with voting rights as of the time | ||
a defective corporate act was ratified in accordance with this | ||
subchapter. | ||
(b) Subject to Section 22.515, the district court, on | ||
application by a person described by Subsection (a), may: | ||
(1) determine the validity and effectiveness of any | ||
defective corporate act ratified in accordance with this | ||
subchapter; | ||
(2) determine the validity and effectiveness of the | ||
ratification of any defective corporate act in accordance with this | ||
subchapter; | ||
(3) determine the validity and effectiveness of: | ||
(A) any defective corporate act not ratified | ||
under this subchapter; or | ||
(B) any defective corporate act not ratified | ||
effectively under this subchapter; | ||
(4) determine the validity of any corporate act or | ||
transaction; and | ||
(5) modify or waive any of the procedures set forth in | ||
Sections 22.501 through 22.511 to ratify a defective corporate act. | ||
(c) In connection with an action brought under this section, | ||
the district court may: | ||
(1) declare that a ratification in accordance with and | ||
pursuant to this subchapter is not effective or that the | ||
ratification is effective only at a time or on conditions as | ||
specified by the district court; | ||
(2) validate and declare effective any defective | ||
corporate act and impose conditions on such a validation; | ||
(3) require measures to remedy or avoid harm to any | ||
person substantially and adversely affected by a ratification under | ||
this subchapter or from any order of the district court pursuant to | ||
this section, excluding any harm that would have resulted had the | ||
defective corporate act been valid when approved or effectuated; | ||
(4) order the filing officer to accept for filing an | ||
instrument with an effective date and time as specified by the | ||
court, which may be before or subsequent to the time of the order; | ||
(5) if the corporation has members with voting rights, | ||
order that a meeting of such members be held and determine the right | ||
and power of persons to vote at the meeting; | ||
(6) declare that a defective corporate act validated | ||
by the court is effective as of the time of the defective corporate | ||
act or at such other time as determined by the court; and | ||
(7) make any other order regarding such matters as the | ||
court considers appropriate under the circumstances. | ||
(d) In connection with the resolution of matters under | ||
Subsections (b) and (c), the district court may consider: | ||
(1) whether the defective corporate act was originally | ||
approved or effectuated with the belief that the approval or | ||
effectuation was in compliance with the provisions of the corporate | ||
statute or the governing documents of the corporation; | ||
(2) whether the corporation and the corporation's | ||
board of directors have treated the defective corporate act as a | ||
valid act or transaction and whether any person has acted in | ||
reliance on the public record that the defective corporate act was | ||
valid; | ||
(3) whether any person will be or was harmed by the | ||
ratification or validation of the defective corporate act, | ||
excluding any harm that would have resulted had the defective | ||
corporate act been valid when it was approved or took effect; | ||
(4) whether any person will be harmed by the failure to | ||
ratify or validate the defective corporate act; and | ||
(5) any other factors or considerations the district | ||
court considers just and equitable. | ||
Sec. 22.513. EXCLUSIVE JURISDICTION. The district court | ||
has exclusive jurisdiction to hear and determine any action brought | ||
under Section 22.512. | ||
Sec. 22.514. SERVICE. (a) Service of an application filed | ||
under Section 22.512 on the registered agent of a corporation or in | ||
any other manner permitted by applicable law is considered to be | ||
service on the corporation, and no other party need be joined in | ||
order for the district court to adjudicate the matter. | ||
(b) If an action is brought by a corporation under Section | ||
22.512, the district court may require that notice of the action be | ||
provided to other persons identified by the court and permit those | ||
other persons to intervene in the action. | ||
Sec. 22.515. STATUTE OF LIMITATIONS. (a) This section | ||
does not apply to: | ||
(1) an action asserting that a ratification was not | ||
accomplished in accordance with this subchapter; or | ||
(2) any person to whom notice of the ratification was | ||
not given as required by Sections 22.506 and 22.510. | ||
(b) Notwithstanding any other provision of this subchapter: | ||
(1) an action claiming that a defective corporate act | ||
is void or voidable due to a failure of authorization identified in | ||
the resolutions adopted in accordance with Section 22.503 may not | ||
be filed in or must be dismissed by any court after the applicable | ||
validation effective time; and | ||
(2) an action claiming that a court of appropriate | ||
jurisdiction, in its discretion, should declare that a ratification | ||
in accordance with this subchapter not take effect or that the | ||
ratification take effect only on certain conditions may not be | ||
filed with the court after the expiration of the 120th day after the | ||
later of the validation effective time or the time that any notice | ||
required to be given under Section 22.510 is given with respect to | ||
the ratification. | ||
(c) Except as otherwise provided by a corporation's | ||
governing documents, for purposes of this section, notice under | ||
Section 22.510 that is: | ||
(1) mailed is considered to be given on the date the | ||
notice is deposited in the United States mail with postage paid in | ||
an envelope addressed to the member at the member's address | ||
appearing or most recently appearing, as appropriate, in the | ||
records of the corporation; and | ||
(2) transmitted by facsimile or electronic message is | ||
considered to be given when the facsimile or electronic message is | ||
transmitted to a facsimile number or an electronic message address | ||
provided by the member, or to which the member consents, for the | ||
purpose of receiving notice. | ||
Sec. 22.516. NOTICE TO ATTORNEY GENERAL. (a) In this | ||
section, "charitable entity" has the meaning assigned by Section | ||
123.001, Property Code. | ||
(b) An action brought under Section 22.512 that involves a | ||
charitable entity is considered a "proceeding involving a | ||
charitable trust" to which Chapter 123, Property Code, applies. | ||
SECTION 2. Section 4.153, Business Organizations Code, is | ||
amended to read as follows: | ||
Sec. 4.153. FILING FEES: NONPROFIT CORPORATIONS. For a | ||
filing by or for a nonprofit corporation, the secretary of state | ||
shall impose the following fees: | ||
(1) for filing a certificate of formation, $25; | ||
(2) for filing a certificate of amendment, $25; | ||
(3) for filing a certificate of merger, conversion, or | ||
consolidation, without regard to whether the surviving or new | ||
corporation is a domestic or foreign corporation, $50; | ||
(4) for filing a statement of change of a registered | ||
office, registered agent, or both, $5; | ||
(5) for filing a certificate of termination, $5; | ||
(6) for filing an application of a foreign corporation | ||
for registration to conduct affairs in this state, $25; | ||
(7) for filing an application of a foreign corporation | ||
for an amended registration to conduct affairs in this state, $25; | ||
(8) for filing a certificate of withdrawal of a | ||
foreign corporation, $5; | ||
(9) for filing a restated certificate of formation and | ||
accompanying statement, $50; | ||
(10) for filing a statement of change of name or | ||
address of a registered agent, $15, except that the maximum fee for | ||
simultaneous filings by a registered agent for more than one | ||
corporation may not exceed $250; | ||
(11) for filing a report under Chapter 22, $5; | ||
(12) for filing a report under Chapter 22 to reinstate | ||
a corporation's right to conduct affairs in this state, $5, plus a | ||
late fee in the amount of $5 or in the amount of $1 for each month or | ||
part of a month that the report remains unfiled, whichever amount is | ||
greater, except that the late fee may not exceed $25; | ||
(13) for filing a report under Chapter 22 to reinstate | ||
a corporation or registration following involuntary termination or | ||
revocation, $25; [ |
||
(14) for filing a certificate of validation, $5, plus | ||
the filing fee imposed for filing each new filing instrument that is | ||
attached as an exhibit to the certificate of validation under | ||
Section 22.508(c)(3)(C); and | ||
(15) for filing any instrument of a domestic or | ||
foreign corporation as provided by this code for which this section | ||
does not expressly provide a fee, $5. | ||
SECTION 3. This Act takes effect September 1, 2019. | ||
______________________________ | ______________________________ | |
President of the Senate | Speaker of the House | |
I hereby certify that S.B. No. 1969 passed the Senate on | ||
May 3, 2019, by the following vote: Yeas 31, Nays 0. | ||
______________________________ | ||
Secretary of the Senate | ||
I hereby certify that S.B. No. 1969 passed the House on | ||
May 22, 2019, by the following vote: Yeas 142, Nays 2, | ||
two present not voting. | ||
______________________________ | ||
Chief Clerk of the House | ||
Approved: | ||
______________________________ | ||
Date | ||
______________________________ | ||
Governor |