The Texas legislature recently passed Senate Bill 1514 to update and modernize certain parts of the Texas Business Organizations Code. The bill goes into effect on September 1, 2023. Here are some of the noteworthy changes relating to filings with the Secretary of State:
- The bill clarifies that the assumed name of an LLC includes the name of any protected series of the LLC if the name of the protected series isn’t included in the name of the LLC.
- The bill removes the requirement that a terminated entity reinstate no later than three years after termination. The bill also establishes that a protected or registered series of an involuntarily terminated LLC is automatically reinstated when the LLC is reinstated.
- The bill authorizes a certificate issued by the SOS stating that a domestic registered series is in existence to be relied on as conclusive evidence of the existence of the domestic registered series.
- The bill provides for the division of a merging series of the same LLC into a surviving merging series and one or more protected series or registered series.
- The bill establishes retroactive reinstatement for LPs and non-profit corporations who have been involuntarily terminated for failure to timely file a required report if the entity files the report no later than the 120th day after being notified of its forfeiture.
You can find more information, including the text of the bill, on the Texas Legislature website at SB1514.