HB4862 - Relating to business organizations.

  89R25227 SRA-F     By: Longoria H.B. No. 4862     Substitute the following for H.B. No. 4862:     By:  Leach C.S.H.B. No. 4862       A BILL TO BE ENTITLED   AN ACT   relating to business organizations.          BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:          SECTION 1.  Subchapter B, Chapter 1, Business Organizations   Code, is amended by adding Sections 1.056 and 1.057 to read as   follows:           Sec.   1.056.     REFERENCES IN CODE TO CERTAIN DISTRICT COURTS   INCLUDES BUSINESS COURTS. Notwithstanding any other law, a   reference or grant of jurisdiction in this code, including a grant   of exclusive jurisdiction, to a district court constitutes a   reference or grant of concurrent jurisdiction to a business court   established under Chapter 25A, Government Code, if the business   court has authority and jurisdiction under Chapter 25A, Government   Code, to adjudicate the action or claim. This section does not   expand the authority of the business court under Chapter 25A,   Government Code.           Sec.   1.057.     LAWS GOVERNING FORMATION, INTERNAL AFFAIRS, AND   GOVERNANCE OF DOMESTIC ENTITY. (a) The plain meaning of the text   of this code may not be supplanted, contravened, or modified by the   laws or judicial decisions of any other state.           (b)     The managerial officials of a domestic entity, in   exercising their powers with respect to the domestic entity, may   consider the laws and judicial decisions of other states and the   practices observed by entities formed in those other states. The   failure or refusal of a managerial official to consider, or to   conform the exercise of the managerial official's powers to, the   laws, judicial decisions, or practices of another state does not   constitute or imply a breach of this code or of any duty existing   under the laws of this state.          SECTION 2.  Section 2.115(b), Business Organizations Code,   is amended to read as follows:          (b)  The governing documents of a domestic entity [ may   require ], consistent with applicable state and federal   jurisdictional requirements, may require:                 (1)   that any internal entity claims shall be brought   only in a court in this state ; and                 (2)     that one or more courts in this state having   jurisdiction shall serve as the exclusive forum and venue for any   internal entity claims .          SECTION 3.  Section 3.007(a), Business Organizations Code,   is amended to read as follows:          (a)  In addition to the information required by Section   3.005, the certificate of formation of a for-profit or professional   corporation must state:                (1)  the aggregate number of shares the corporation is   authorized to issue;                (2)  if the shares the corporation is authorized to   issue consist of one class of shares only, the par value of each   share or a statement that each share is without par value;                (3)  if the corporation is to be managed by a board of   directors, the number of directors constituting the initial board   of directors and the name and address of each individual [ person ]   who will serve as director until the first annual meeting of   shareholders and until a successor is elected and qualified; and                (4)  if the corporation is to be managed pursuant to a   shareholders' agreement in a manner other than by a board of   directors, the name and address of each person who will perform the   functions required by this code to be performed by the initial board   of directors.          SECTION 4.  Section 3.015(a), Business Organizations Code,   is amended to read as follows:          (a)  In addition to containing the information required   under Sections 3.005 and 3.014, the certificate of formation of a   professional association must:                (1)  be signed by each member of the association; and                (2)  state:                      (A)  the name and address of each original member   of the association;                      (B)  whether the association is to be governed by   a board of directors or by an executive committee; and                      (C)  the name and address of each individual   [ person ] serving as an initial member of the board of directors or   executive committee of the association.          SECTION 5.  Section 3.060, Business Organizations Code, is   amended by amending Subsection (a) and adding Subsection (c) to   read as follows:          (a)  In addition to the provisions authorized or required by   Section 3.059, a restated certificate of formation for a for-profit   corporation or professional corporation may omit :                 (1)   any prior statements regarding the number of   directors and the names and addresses of the individuals [ persons ]   serving as directors and, at the corporation's election, may insert   a statement regarding the current number of directors and the names   and addresses of the individuals [ persons ] currently serving as   directors ; and                 (2)     any provisions that were necessary to effect a   change, exchange, reclassification, subdivision, combination, or   cancellation of shares, if the change, exchange, reclassification,   subdivision, combination, or cancellation has become effective .           (c)     Any omission or insertion under Subsection (a) or   omission under Section 3.059(b) is not considered an amendment that   requires shareholder approval.          SECTION 6.  Section 3.061, Business Organizations Code, is   amended by amending Subsection (a) and adding Subsection (c) to   read as follows:          (a)  In addition to the provisions authorized or required by   Section 3.059, a restated certificate of formation for a nonprofit   corporation may omit any prior statements regarding the number of   directors and the names and addresses of the individuals [ persons ]   serving as directors and, at the corporation's election, may insert   a statement regarding the current number of directors and the names   and addresses of the individuals [ persons ] currently serving as   directors.           (c)     Any omission or insertion under Subsection (a) or   omission under Section 3.059(b) is not considered an amendment that   requires member approval.          SECTION 7.  Section 3.0611, Business Organizations Code, is   amended to read as follows:          Sec. 3.0611.  SUPPLEMENTAL PROVISIONS FOR RESTATED   CERTIFICATE OF FORMATION FOR LIMITED LIABILITY COMPANY.   (a) In   addition to the provisions authorized or required by Section 3.059,   a restated certificate of formation for a limited liability company   may omit any prior statements regarding whether the company has or   does not have managers and the names and addresses of managers or   members and, at the company's election, may insert a statement:                (1)  regarding whether the company currently has or   does not have managers;                (2)  that the company currently has managers and the   names and addresses of the persons currently serving as managers;   or                (3)  that the company currently does not have managers   and the names and addresses of the current members of the company.           (b)     Any omission or insertion under Subsection (a) or   omission under Section 3.059(b) is not considered an amendment that   requires member approval.          SECTION 8.  Section 3.062, Business Organizations Code, is   amended to read as follows:          Sec. 3.062.  SUPPLEMENTAL PROVISIONS FOR RESTATED   CERTIFICATE OF FORMATION FOR REAL ESTATE INVESTMENT TRUST. (a) In   addition to the provisions authorized or required by Section 3.059,   a restated certificate of formation for a real estate investment   trust may update the current number of trust managers and the names   and addresses of the individuals [ persons ] serving as trust   managers.           (b)     Any update under Subsection (a) or Section 3.059(b) is   not considered an amendment that requires shareholder approval.          SECTION 9.  Subchapter C, Chapter 3, Business Organizations   Code, is amended by adding Section 3.106 to read as follows:           Sec.   3.106.     AUTHORIZATION OF PLANS, AGREEMENTS,   INSTRUMENTS, AND OTHER DOCUMENTS. (a) If this code expressly   requires the governing authority to approve or take other action   with respect to any plan, agreement, instrument, or other document,   the plan, agreement, instrument, or other document may be approved   by the governing authority in final form or in substantially final   form.           (b)     If the governing authority has acted to approve or take   other action with respect to a plan, agreement, instrument, or   other document that is required by this code to be filed with the   secretary of state or referenced in any certificate to be filed with   the secretary of state, the governing authority may, at any time   after acting to approve or taking that other action and before the   effectiveness of the filing with the secretary of state, act to   ratify the plan, agreement, instrument, or other document. That   ratification is considered:                 (1)     to be effective as of the time of the original act   to approve or the original taking of other action by the governing   authority; and                 (2)     to satisfy any requirement under this code that   the governing authority approve or take other action with respect   to the plan, agreement, instrument, or other document in a specific   manner or sequence.          SECTION 10.  Section 4.001(a), Business Organizations Code,   is amended to read as follows:          (a)  A filing instrument must be:                (1)  signed by a person authorized by this code to act   on behalf of the entity in regard to the filing instrument; and                (2)  delivered to the secretary of state in person or by   mail, courier, [ facsimile or ] electronic transmission, or any other   method approved by the secretary of state [ comparable form of   delivery ].          SECTION 11.  Section 4.152, Business Organizations Code, is   amended to read as follows:          Sec. 4.152.  FILING FEES: FOR-PROFIT CORPORATIONS. For a   filing by or for a for-profit corporation, the secretary of state   shall impose the following fees:                (1)  for filing a certificate of formation, $300;                (2)  for filing a certificate of amendment, $150;                (3)  for filing an application of a foreign corporation   for registration to transact business in this state, $750;                (4)  for filing an application of a foreign corp [Text truncated for display. Full text available on Congress.gov.]