Bill Text: TX SB847 | 2013-2014 | 83rd Legislature | Enrolled
Bill Title: Relating to business entities and associations.
Spectrum: Bipartisan Bill
Status: (Passed) 2013-05-02 - Effective on 9/1/13 [SB847 Detail]
Download: Texas-2013-SB847-Enrolled.html
S.B. No. 847 |
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relating to business entities and associations. | ||
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: | ||
SECTION 1. Subsection (d), Section 3.059, Business | ||
Organizations Code, is amended to read as follows: | ||
(d) A restated certificate of formation that makes new | ||
amendments to the certificate of formation being restated must: | ||
(1) be accompanied by a statement that each new | ||
amendment has been made in accordance with this code; | ||
(2) [ |
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amendment has been approved in the manner required by this code and | ||
the governing documents of the entity; | ||
(3) [ |
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restated certificate of formation: | ||
(A) accurately states the text of the certificate | ||
of formation being restated and each amendment to the certificate | ||
of formation being restated that is in effect, as further amended by | ||
the restated certificate of formation; and | ||
(B) does not contain any other change in the | ||
certificate of formation being restated except for information | ||
omitted under Subsection (b); and | ||
(4) [ |
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the title of this code applicable to the entity. | ||
SECTION 2. Subsection (d), Section 7.001, Business | ||
Organizations Code, is amended to read as follows: | ||
(d) The liability of a governing person may be limited or | ||
eliminated [ |
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(1) in a general partnership by its partnership | ||
agreement to the same extent Subsections (b) and (c) permit the | ||
limitation or elimination of liability of a governing person of an | ||
organization to which those subsections apply and to the additional | ||
extent permitted under Chapter 152; | ||
(2) in a limited partnership by its partnership | ||
agreement to the same extent Subsections (b) and (c) permit the | ||
limitation or elimination of liability of a governing person of an | ||
organization to which those subsections apply and to the additional | ||
extent permitted under Chapter 153 and, to the extent applicable to | ||
limited partnerships, Chapter 152; and | ||
(3) in a limited liability company by its certificate | ||
of formation or company agreement to the same extent Subsections | ||
(b) and (c) permit the limitation or elimination of liability of a | ||
governing person of an organization to which those subsections | ||
apply and to the additional extent permitted under Section 101.401. | ||
SECTION 3. Subsection (a), Section 11.052, Business | ||
Organizations Code, is amended to read as follows: | ||
(a) Except as provided by the title of this code governing | ||
the domestic entity, on the occurrence of an event requiring | ||
winding up of a domestic entity, unless the event requiring winding | ||
up is revoked under Section 11.151 or canceled under Section | ||
11.152, the owners, members, managerial officials, or other persons | ||
specified in the title of this code governing the domestic entity | ||
shall, as soon as reasonably practicable, wind up the business and | ||
affairs of the domestic entity. The domestic entity shall: | ||
(1) cease to carry on its business, except to the | ||
extent necessary to wind up its business; | ||
(2) if the domestic entity is not a general | ||
partnership, send a written notice of the winding up to each known | ||
claimant against the domestic entity; | ||
(3) collect and sell its property to the extent the | ||
property is not to be distributed in kind to the domestic entity's | ||
owners or members; and | ||
(4) perform any other act required to wind up its | ||
business and affairs. | ||
SECTION 4. Subdivision (1), Section 21.301, Business | ||
Organizations Code, is amended to read as follows: | ||
(1) "Distribution limit," with respect to a | ||
distribution made by a corporation, other than a distribution | ||
described by Subdivision (2), means: | ||
(A) the net assets of the corporation if the | ||
distribution: | ||
(i) is a purchase or redemption of its own | ||
shares by a corporation that: | ||
(a) is eliminating fractional shares; | ||
(b) is collecting or compromising | ||
indebtedness owed by or to the corporation; or | ||
(c) is paying dissenting shareholders | ||
entitled to payment for their shares under this code; or | ||
(ii) is made by a consuming assets | ||
corporation and is not the purchase or redemption of its own shares | ||
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(B) the surplus of the corporation for a | ||
distribution not described by Paragraph (A). | ||
SECTION 5. Section 101.052, Business Organizations Code, is | ||
amended by adding Subsection (e) to read as follows: | ||
(e) A company agreement may provide rights to any person, | ||
including a person who is not a party to the company agreement, to | ||
the extent provided by the company agreement. | ||
SECTION 6. Section 101.605, Business Organizations Code, is | ||
amended to read as follows: | ||
Sec. 101.605. GENERAL POWERS OF SERIES. A series | ||
established under this subchapter has the power and capacity, in | ||
the series' own name, to: | ||
(1) sue and be sued; | ||
(2) contract; | ||
(3) acquire, sell, and hold title to assets of the | ||
series, including real property, personal property, and intangible | ||
property; [ |
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(4) grant liens and security interests in assets of | ||
the series; and | ||
(5) exercise any power or privilege as necessary or | ||
appropriate to the conduct, promotion, or attainment of the | ||
business, purposes, or activities of the series. | ||
SECTION 7. The heading to Section 101.609, Business | ||
Organizations Code, is amended to read as follows: | ||
Sec. 101.609. APPLICABILITY OF OTHER PROVISIONS OF CHAPTER | ||
OR TITLE 1; SYNONYMOUS TERMS. | ||
SECTION 8. Section 101.609, Business Organizations Code, is | ||
amended by adding Subsection (c) to read as follows: | ||
(c) To the extent not inconsistent with this subchapter, a | ||
series and the governing persons and officers associated with the | ||
series have the powers and rights provided by Subchapters C and D, | ||
Chapter 3, and Subchapter F, Chapter 10. For purposes of those | ||
provisions, and as the context requires: | ||
(1) a reference to "entity," "domestic entity," or | ||
"filing entity" includes the "series"; | ||
(2) a reference to "governing person" includes | ||
"governing person associated with the series"; | ||
(3) a reference to "governing authority" includes | ||
"governing authority associated with the series"; and | ||
(4) a reference to "officer" includes "officer | ||
associated with the series." | ||
SECTION 9. Subchapter M, Chapter 101, Business | ||
Organizations Code, is amended by adding Section 101.622 to read as | ||
follows: | ||
Sec. 101.622. SERIES NOT A SEPARATE DOMESTIC ENTITY OR | ||
ORGANIZATION. For purposes of this chapter and Title 1, a series | ||
has the rights, powers, and duties provided by this subchapter to | ||
the series but is not a separate domestic entity or organization. | ||
SECTION 10. Subchapter B, Chapter 154, Business | ||
Organizations Code, is amended by adding Section 154.104 to read as | ||
follows: | ||
Sec. 154.104. RIGHTS OF THIRD PERSONS UNDER PARTNERSHIP | ||
AGREEMENT. A partnership agreement may provide rights to any | ||
person, including a person who is not a party to the partnership | ||
agreement, to the extent provided by the partnership agreement. | ||
SECTION 11. Subsection (c), Section 24.003, Business & | ||
Commerce Code, is repealed. | ||
SECTION 12. This Act takes effect September 1, 2013. | ||
______________________________ | ______________________________ | |
President of the Senate | Speaker of the House | |
I hereby certify that S.B. No. 847 passed the Senate on | ||
March 27, 2013, by the following vote: Yeas 30, Nays 0. | ||
______________________________ | ||
Secretary of the Senate | ||
I hereby certify that S.B. No. 847 passed the House on | ||
April 18, 2013, by the following vote: Yeas 143, Nays 0, two | ||
present not voting. | ||
______________________________ | ||
Chief Clerk of the House | ||
Approved: | ||
______________________________ | ||
Date | ||
______________________________ | ||
Governor |