relating to business entities and nonprofit entities.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
SECTION 1. Sections 71.002(2) and (7), Business & Commerce
Code, are amended to read as follows:
(2) "Assumed name" means:
(A) for an individual, a name that does not
include the surname of the individual;
(B) for a partnership, a name that does not
include the surname or other legal name of each joint venturer or
general partner;
(C) for an individual or a partnership, a name,
including a surname, that suggests the existence of additional
owners by including words such as "Company," "& Company," "& Son,"
"& Sons," "& Associates," "Brothers," and similar words, but not
words that merely describe the business being conducted or the
professional service being rendered;
(D) for a limited partnership, a name other than
the name stated in its certificate of formation;
(E) for a company, a name used by the company;
(F) for a corporation, a name other than the name
stated in its certificate of formation or a comparable document;
(G) for a limited liability partnership, a name
other than the name stated in its application filed with the office
of the secretary of state or a comparable document;
(H) for a limited liability company, a name other
than the name stated in its certificate of formation or a comparable
document, including the name of any protected series of the limited
liability company established by its company agreement if the name
of the protected series does not include the name of the limited
liability company stated in the limited liability company's
certificate of formation or a comparable document; and
(I) for a registered series of a domestic limited
liability company, a name other than the name stated in its
certificate of registered series.
(7) "Office" means,[:
[(A)] for a person that is not an individual [or
that is a corporation that is not required to or does not maintain a
registered office in this state], the person's[:
[(i)] principal office in this state or
outside of this state, as applicable[; and
[(ii)principal place of business if not
the same as the person's principal office; and
[(B)for a corporation, limited partnership,
limited liability partnership, limited liability company, or
foreign filing entity that is required to maintain a registered
office in this state, the entity's:
[(i) registered office; and
[(ii)principal office if not the same as
the entity's registered office].
SECTION 2. Subchapter B, Chapter 1, Business Organizations
Code, is amended by adding Section 1.055 to read as follows:
Sec.1.055.DOCTRINE OF INDEPENDENT LEGAL SIGNIFICANCE. An
action validly taken under a provision of this code may not be
considered invalid because the action is identical or similar in
substance to an action that could have been taken under another
provision of this code but fails to satisfy one or more requirements
prescribed by that other provision.
SECTION 3. Section 3.059(b), Business Organizations Code,
is amended to read as follows:
(b) A restated certificate of formation may omit:
(1) the name and address of each organizer other than
the name and address of each general partner of a limited
partnership or trust manager of a real estate investment trust;
[and]
(2) the initial mailing address of the filing entity;
and
(3) any other information that may be omitted under
the provisions of this code applicable to the filing entity.
SECTION 4. Section 3.203, Business Organizations Code, is
Statutes affected: Introduced: Commerce Code 71.002, Business Organizations Code 3.059, Business Organizations Code 3.203, Business Organizations Code 3.251, Business Organizations Code 4.005, Business Organizations Code 5.051, Business Organizations Code 6.202, Business Organizations Code 10.151, Business Organizations Code 10.154, Business Organizations Code 10.355, Business Organizations Code 10.356, Business Organizations Code 11.056, Business Organizations Code 11.202, Business Organizations Code 11.253, Business Organizations Code 11.254, Business Organizations Code 11.356, Business Organizations Code 11.359, Business Organizations Code 20.002, Business Organizations Code 21.157, Business Organizations Code 21.160, Business Organizations Code 21.168, Business Organizations Code 21.169, Business Organizations Code 21.218, Business Organizations Code 21.220, Business Organizations Code 21.354, Business Organizations Code 22.220, Business Organizations Code 22.230, Business Organizations Code 101.001, Business Organizations Code 101.051, Business Organizations Code 101.052, Business Organizations Code 101.054, Business Organizations Code 101.206, Business Organizations Code 101.252, Business Organizations Code 101.358, Business Organizations Code 101.457, Business Organizations Code 101.455, Business Organizations Code 101.601, Business Organizations Code 101.627, Business Organizations Code 101.624, Business Organizations Code 101.625, Business Organizations Code 101.628, Business Organizations Code 101.631, Business Organizations Code 101.633, Business Organizations Code 101.634, Business Organizations Code 101.636, Business Organizations Code 151.001, Business Organizations Code 152.002, Business Organizations Code 11.057, Business Organizations Code 153.112, Business Organizations Code 153.552 (Business Organizations Code 151, Business Organizations Code 101, Business Organizations Code 152, Business Organizations Code 4, Business Organizat