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Changes in Texas Effective September 1, 2003 Posted:9/1/03
Effective September 1, 2003, qualification of a foreign corporation in
Texas will no longer require a supporting document (certificate of existence
from state of incorporation) or the number of authorized shares, the number
of issued shares, the amount of the corporation’s stated capital, and
the statement that the corporation has received at least $1,000 for its
issued shares. The application for certificate of authority will contain
a statement that the corporation exists as a valid corporation under the
laws of the jurisdiction of formation. TX SOS expects to have updated
forms available today, and these will be posted on IncSpot under State
& CSC Forms. TX SOS will continue to accept the old forms and applications
with supporting documents. Please note that qualification of a non-profit
corporation still requires a certificate of existence.
Among other changes to the Texas Business Corporation Act effective September
1, 2003 resulting from HB 1165 are the following.
- the board of directors may amend the designation, preferences, limitations
and relative rights of an unissued series of shares (filing fee $15.00);
- articles of incorporation no longer must state a corporation will
not commence business until it has received at least $1,000 for issuance
of its shares;
- articles of amendment no longer must state the number of shares outstanding
and entitled to vote and the number of shares voting for and against
the amendment;
- amendments to reduce stated capital by redemption or purchase, cancel
treasury shares; reduce stated capital without amendment or cancellation
of shares are no longer required and will not be accepted for filing;
and
- permit the use of electronic transmissions and communications in shareholder
matters (notice, meetings and voting).
The Texas LLC Act was amended effective September 1, 2003 resulting from
HB 1637 to:
- eliminate supporting document (certificate of existence) for qualification
of a foreign LLC (application for certificate of authority will include
statement that LLC exists as a valid entity under laws of jurisdiction
of formation);
- eliminate requirement to add “LLC” to the name of a foreign business
trust which elects to qualify to do business in TX as an LLC;
- permit renewal of a name registration filed by a foreign LLC;
- provide that a majority of initial managers named in articles of organization
may amend articles when LLC has no members, has not received any capital
and has not otherwise commenced business (if management is reserved
to members, a majority of managing members named in articles may amend
the articles if LLC has not received capital and has not commenced business);
and
- allow dissolution by initial managers if LLC has no members, has not
received any capital and has not otherwise commenced business (if LLC
is member managed, the initial managers named in articles may approve
the articles of dissolution if LLC has not received any capital and
has not otherwise commenced business). If the LLC has commenced business
or has received capital, articles of dissolution must be approved by
all members of LLC and signed by an authorized manager or managing member;
and
- permit revocation of dissolution within 120 days of filing with SOS
(new state form 611 will be filed and the filing fee is $10.00);
HB 1165 may be accessed from http://www.sos.state.tx.us/statdoc/bills/housebills/hb1001.shtml
by scrolling down to and clicking on HB 1165. To access HB 1637, use drop-down
box for Select Bill Range.
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