Secretary of State Clean-Up Bill 1320
Senate Bill 1320 made the following changes to the corporation, limited liability
company, partnership and limited partnership statutes to standardize filing
procedures and correct certain statutory references:
- Article 9.07 of the Texas Business Corporation Act (TCBA) provides for
a civil penalty in an amount not to exceed $2,500 for failure to file with
SOS a change of registered office or agent, an application for certificate
of withdrawal or termination, or articles of dissolution within 30 days
of the change, withdrawal or termination.
- The Texas Limited Liability Company Act (TLLCA) was amended to provide
for termination of a name reservation (Article 2.04(D)); to increase from
24 to 36 months from the date of revocation the time frame for reinstatement
of a foreign LLC (Article 7.11(E)); to permit articles of merger to contain
an alternative statement certifying certain information in lieu of filing
a copy of the plan of merger (this conforms LLC filing requirements to those
for mergers of corporations and LPs) (Article 10.03(A)); and to eliminate
the need to file a resolution to dissolve with articles of dissolution (Article
6.07(A)).
- The Texas Limited Partnership Act (TLPA) and Texas Revised Partnership
Act (TRPA) were amended to delete the verification requirement for a registered
agent filing a statement of change of address.
- The Texas Non-Profit Corporation Act (TNPCA) was amended to increase from
12 to 36 months from the date of dissolution or revocation the time frame
for reinstatement of domestic and foreign non-profit corporations (Articles
7.01(E) and 8.15(E); and to eliminate the requirement to file a plan of
distribution with articles of dissolution (Article 6.05(A)).
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