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2005 Texas Business Organizations Code CHAPTER 5. NAMES OF ENTITIES; REGISTERED AGENTS AND REGISTERED OFFICES
BUSINESS ORGANIZATION CODE CHAPTER 5. NAMES OF ENTITIES; REGISTERED AGENTS AND REGISTERED OFFICES SUBCHAPTER A. GENERAL PROVISIONS § 5.001. EFFECT ON RIGHTS UNDER OTHER LAW. (a) The filing of a certificate of formation by a filing entity under this code, an application for registration by a foreign filing entity under this code, or an application for reservation or registration of a name under this chapter does not authorize the use of a name in this state in violation of a right of another under: (1) the Trademark Act of 1946, as amended (15 U.S.C. Section 1051 et seq.); (2) Chapter 16 or 36, Business & Commerce Code; or (3) common law. (b) The secretary of state shall deliver a notice that contains the substance of Subsection (a) to each of the following: (1) a filing entity that files a certificate of formation under this code; (2) a foreign filing entity that registers under this code; (3) a person that reserves a name under Subchapter C; and (4) a person that registers a name under Subchapter D. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.SUBCHAPTER B. GENERAL PROVISIONS RELATING TO NAMES OF ENTITIES § 5.051. ASSUMED NAME. A domestic entity or a foreign entity having authority to transact business in this state may transact business under an assumed name by filing an assumed name certificate in accordance with Chapter 36, Business & Commerce Code. The requirements of this subchapter do not apply to an assumed name set forth in an assumed name certificate filed under that chapter. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.052. UNAUTHORIZED PURPOSE IN NAME PROHIBITED. A filing entity or a foreign filing entity may not have a name that contains any word or phrase that indicates or implies that the entity is engaged in a business that the entity is not authorized by law to pursue. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.053. IDENTICAL AND DECEPTIVELY SIMILAR NAMES PROHIBITED. (a) A filing entity may not have a name, and a foreign filing entity may not register to transact business in this state under a name, that is the same as, or that the secretary of state determines to be deceptively similar or similar to: (1) the name of another existing filing entity; (2) the name of a foreign filing entity that is registered under Chapter 9; (3) a name that is reserved under Subchapter C; or (4) a name that is registered under Subchapter D. (b) Subsection (a) does not apply if the other entity or the person for whom the name is reserved or registered, as appropriate, consents in writing to the use of the similar name. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.054. NAME OF CORPORATION, FOREIGN CORPORATION, OR PROFESSIONAL CORPORATION. (a) The name of a corporation or foreign corporation must contain: (1) the word "company," "corporation," "incorporated," or "limited"; or (2) an abbreviation of one of those words. (b) Subsection (a) does not apply to a nonprofit corporation or foreign nonprofit corporation. (c) Instead of a word or abbreviation required by Subsection (a), the name of a professional corporation may contain the phrase "professional corporation" or an abbreviation of the phrase. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.055. NAME OF LIMITED PARTNERSHIP OR FOREIGN LIMITED PARTNERSHIP. (a) The name of a limited partnership or foreign limited partnership must contain: (1) the word "limited"; (2) the phrase "limited partnership"; or (3) an abbreviation of that word or phrase. (b) The name of a limited partnership that is a limited liability limited partnership must also contain: (1) the phrase "limited liability partnership" or "limited liability limited partnership"; or (2) an abbreviation of one of those phrases. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.056. NAME OF LIMITED LIABILITY COMPANY OR FOREIGN LIMITED LIABILITY COMPANY. (a) The name of a limited liability company or a foreign limited liability company doing business in this state must contain: (1) the phrase "limited liability company" or "limited company"; or (2) an abbreviation of one of those phrases. (b) A limited liability company formed before September 1, 1993, the name of which complied with the laws of this state on the date of formation but does not comply with this section is not required to change its name. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.057. NAME OF COOPERATIVE ASSOCIATION. (a) The name of a cooperative association must contain: (1) the word "cooperative"; or (2) an abbreviation of that word. (b) A domestic or foreign entity may use the word "cooperative" in its name to the extent permitted by Section 251.452. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.058. NAME OF PROFESSIONAL ASSOCIATION. The name of a professional association must contain: (1) the word "associated" "associates," or " association"; (2) the phrase "professional association"; or (3) an abbreviation of one of those words or that phrase. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.059. NAME OF PROFESSIONAL LIMITED LIABILITY COMPANY. (a) The name of a professional limited liability company must contain: (1) the phrase "professional limited liability company"; or (2) an abbreviation of that phrase. (b) A professional limited liability company formed before September 1, 1993, the name of which complied with the laws of this state on the date of formation but does not comply with this section, is not required to change its name. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.060. NAME OF PROFESSIONAL ENTITY; CONFLICTS WITH OTHER LAW OR ETHICAL RULE. The name of a professional entity must not be contrary to a statute or regulation that governs a person who provides a professional service through the professional entity, including a rule of professional ethics. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.061. NAME CONTAINING "LOTTO" OR "LOTTERY" PROHIBITED. A filing entity or a foreign filing entity may not have a name that contains the word "lotto" or "lottery." Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.062. VETERANS ORGANIZATIONS; UNAUTHORIZED USE OF NAME. (a) Subject to Subsection (b), a filing entity may not have a name that: (1) reasonably implies that the entity is created by or for the benefit of war veterans or their families; and (2) contains the word or phrase, or any variation or abbreviation of: (A) "veteran"; (B) "legion"; (C) "foreign"; (D) "Spanish"; (E) "disabled"; (F) "war"; or (G) "world war." (b) The prohibition in Subsection (a) does not apply to a filing entity with a name approved in writing by: (1) a congressionally recognized veterans organization with a name containing the same word or phrase, or variation or abbreviation, contained in the filing entity's name; or (2) if a veterans organization described by Subdivision (1) does not exist, the state commander of the: (A) American Legion; (B) Disabled American Veterans of the World War; (C) Veterans of Foreign Wars of the United States; (D) United Spanish War Veterans; or (E) Veterans of the Spanish-American War. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.063. NAME OF LIMITED LIABILITY PARTNERSHIP. (a) The name of a domestic or foreign limited liability partnership must contain: (1) the phrase "limited liability partnership"; or (2) an abbreviation of the phrase. (b) A domestic or foreign limited liability partnership is not subject to Section 5.053. (c) A domestic or foreign limited liability partnership that is also a limited partnership must comply with Section 5.055 and not this section. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. Amended by Acts 2005, 79th Leg., ch. 64, § 14, eff. Jan. 1, 2006.SUBCHAPTER C. RESERVATION OF NAMES § 5.101. APPLICATION FOR RESERVATION OF NAME. (a) Any person may file an application with the secretary of state to reserve the exclusive use of a name under this chapter. (b) The application must be: (1) accompanied by any required filing fee; and (2) signed by the applicant or by the agent or attorney of the applicant. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.102. RESERVATION OF CERTAIN NAMES PROHIBITED; EXCEPTIONS. (a) The secretary of state may not reserve a name that is the same as, or that the secretary of state considers deceptively similar or similar to: (1) the name of an existing filing entity; (2) the name of a foreign filing entity that is registered under Chapter 9; (3) a name that is reserved under this subchapter; or (4) a name that is registered under Subchapter D. (b) Subsection (a) does not apply if the other entity or the person for whom the name is reserved or registered, as appropriate, consents in writing to the subsequent reservation of the similar name. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.103. ACTION ON APPLICATION. If the secretary of state determines that the name specified in the application is eligible for reservation, the secretary shall reserve that name for the exclusive use of the applicant. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.104. DURATION OF RESERVATION OF NAME. The secretary of state shall reserve the name for the applicant until the earlier of: (1) the 121st day after the date the application is accepted for filing; or (2) the date the applicant files with the secretary of state a written notice of withdrawal of the reservation. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.1041. PROHIBITION ON FEE FOR WITHDRAWAL OF RESERVATION OF NAME. The secretary of state may not impose a fee for the filing of a written notice of withdrawal of a reservation of name. Added by Acts 2005, 79th Leg., ch. 64, § 15, eff. Jan. 1, 2006. § 5.105. RENEWAL OF RESERVATION. A person may renew the person's reservation of a name under this subchapter for successive 120-day periods if, during the 30-day period preceding the expiration of that reservation, the person: (1) files a new application to reserve the name; and (2) pays the required filing fee. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.106. TRANSFER OF RESERVATION OF NAME. (a) A person may transfer the person's reservation of a name by filing with the secretary of state a notice of transfer. (b) The notice of transfer must: (1) be signed by the person for whom the name is reserved; and (2) state the name and address of the person to whom the reservation is to be transferred. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.SUBCHAPTER D. REGISTRATION OF NAMES § 5.151. APPLICATION BY CERTAIN ENTITIES FOR REGISTRATION OF NAME. An organization that is authorized to do business in this state as a bank, trust company, savings association, or insurance company, or that is a foreign filing entity not registered to do business in this state under this code, may apply to register its name under this subchapter. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.152. APPLICATION FOR REGISTRATION OF NAME. (a) To register a name under this subchapter, an organization must file an application with the secretary of state. (b) The application must: (1) state that the organization validly exists and is doing business; (2) contain a brief statement of the nature of the organization's business; (3) set out: (A) the name of the organization; (B) the name of the jurisdiction under whose laws the organization is formed; and (C) the date the organization was formed; and (4) be accompanied by any required filing fee. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.153. CERTAIN REGISTRATIONS PROHIBITED; EXCEPTIONS. (a) The secretary of state may not register a name that is the same as, or that the secretary of state determines to be deceptively similar or similar to: (1) the name of an existing filing entity; (2) the name of a foreign filing entity that is registered under Chapter 9; (3) a name that is reserved under Subchapter C; or (4) a name that is registered under this subchapter. (b) Subsection (a) does not apply if: (1) the other entity or the person for whom the name is reserved or registered, as appropriate, consents in writing to the registration of the similar name; or (2) the applicant is a bank, trust company, savings association, or insurance company that has been in continuous existence from a date that precedes the date the conflicting name is filed with the secretary of state. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.154. DURATION OF REGISTRATION OF NAME. The registration of a name under this subchapter is effective until the earlier of: (1) the first anniversary of the date the application is accepted for filing; or (2) the date the entity files with the secretary of state a written notice of withdrawal of the registration. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.155. RENEWAL OF REGISTRATION. A person may renew the person's registration of a name under this subchapter for successive one-year periods if, during the 90-day period preceding the expiration of that registration, the person: (1) files an application to renew the registration of the name; and (2) pays the required filing fee. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.SUBCHAPTER E. REGISTERED AGENTS AND REGISTERED OFFICES § 5.201. DESIGNATION AND MAINTENANCE OF REGISTERED AGENT AND REGISTERED OFFICE. (a) Each filing entity and each foreign filing entity shall designate and continuously maintain in this state: (1) a registered agent; and (2) a registered office. (b) The registered agent: (1) is an agent of the entity on whom may be served any process, notice, or demand required or permitted by law to be served on the entity; (2) may be: (A) an individual who is a resident of this state; or (B) a domestic entity or a foreign entity that is registered to do business in this state; and (3) must maintain a business office at the same address as the entity's registered office. (c) The registered office: (1) must be located at a street address where process may be personally served on the entity's registered agent; (2) is not required to be a place of business of the filing entity or foreign filing entity; and (3) may not be solely a mailbox service or a telephone answering service. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.202. CHANGE BY ENTITY TO REGISTERED OFFICE OR REGISTERED AGENT. (a) A filing entity or foreign filing entity may change its registered office, its registered agent, or both by filing a statement of the change in accordance with Chapter 4. (b) The statement must contain: (1) the name of the entity; (2) the name of the entity's registered agent; (3) the street address of the entity's registered agent; (4) if the change relates to the registered agent, the name of the entity's new registered agent; (5) if the change relates to the registered office, the street address of the entity's new registered office; (6) a recitation that the change specified in the statement is authorized by the entity; and (7) a recitation that the street address of the registered office and the street address of the registered agent's business are the same. (c) On acceptance of the statement by the filing officer, the statement is effective as an amendment to the appropriate provision of: (1) the filing entity's certificate of formation; or (2) the foreign filing entity's registration. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.203. CHANGE BY REGISTERED AGENT TO NAME OR ADDRESS OF REGISTERED OFFICE. (a) The registered agent of a filing entity or a foreign filing entity may change its name, its address as the address of the entity's registered office, or both by filing a statement of the change in accordance with Chapter 4. (b) The statement must be signed by the registered agent, or a person authorized to sign the statement on behalf of the registered agent, and must contain: (1) the name of the entity represented by the registered agent; (2) the name of the entity's registered agent and the address at which the registered agent maintained the entity's registered office; (3) if the change relates to the name of the registered agent, the new name of that agent; (4) if the change relates to the address of the registered office, the new address of that office; and (5) a recitation that written notice of the change was given to the entity at least 10 days before the date the statement is filed. (c) On acceptance of the statement by the filing officer, the statement is effective as an amendment to the appropriate provision of: (1) the filing entity's certificate of formation; or (2) the foreign filing entity's registration. (d) A registered agent may file a statement under this section that applies to more than one entity. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.204. RESIGNATION OF REGISTERED AGENT. (a) A registered agent of a filing entity or a foreign filing entity may resign as the registered agent by giving notice to that entity and to the appropriate filing officer. (b) Notice to the entity must be given to the entity at the address of the entity most recently known by the agent. (c) Notice to the filing officer must be given before the 11th day after the date notice under Subsection (b) is mailed or delivered and must include: (1) the address of the entity most recently known by the agent; (2) a statement that written notice of the resignation has been given to the entity; and (3) the date on which that written notice of resignation was given. (d) On compliance with Subsections (b) and (c), the appointment of the registered agent terminates. The termination is effective on the 31st day after the date the secretary of state receives the notice. (e) If the filing officer finds that a notice of resignation received by the filing officer conforms to Subsections (b) and (c), the filing officer shall: (1) notify the entity of the registered agent's resignation; and (2) file the resignation in accordance with Chapter 4, except that a fee is not required to file the resignation. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.SUBCHAPTER F. SERVICE OF PROCESS § 5.251. FAILURE TO DESIGNATE REGISTERED AGENT. The secretary of state is an agent of an entity for purposes of service of process, notice, or demand on the entity if: (1) the entity is a filing entity or a foreign filing entity and: (A) the entity fails to appoint or does not maintain a registered agent in this state; or (B) the registered agent of the entity cannot with reasonable diligence be found at the registered office of the entity; or (2) the entity is a foreign filing entity and: (A) the entity's registration to do business under this code is revoked; or (B) the entity transacts business in this state without being registered as required by Chapter 9. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.252. SERVICE ON SECRETARY OF STATE. (a) Service on the secretary of state under Section 5.251 is effected by: (1) delivering to the secretary duplicate copies of the process, notice, or demand; and (2) accompanying the copies with any fee required by law, including this code or the Government Code, for: (A) maintenance by the secretary of a record of the service; and (B) forwarding by the secretary of the process, notice, or demand. (b) Notice on the secretary of state under Subsection (a) is returnable in not less than 30 days. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.253. ACTION BY SECRETARY OF STATE. (a) After service in compliance with Section 5.252, the secretary of state shall immediately send one of the copies of the process, notice, or demand to the named entity. (b) The notice must be: (1) addressed to the most recent address of the entity on file with the secretary of state; and (2) sent by certified mail, with return receipt requested. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.254. REQUIRED RECORDS OF SECRETARY OF STATE. The secretary of state shall keep a record of each process, notice, or demand served on the secretary under this subchapter and shall record: (1) the time when each service on the secretary was made; and (2) each subsequent action of the secretary taken in relation to that service. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.255. AGENT FOR SERVICE OF PROCESS, NOTICE, OR DEMAND AS MATTER OF LAW. For the purpose of service of process, notice, or demand: (1) the president and each vice president of a domestic or foreign corporation is an agent of that corporation; (2) each general partner of a domestic or foreign limited partnership and each partner of a domestic or foreign general partnership is an agent of that partnership; (3) each manager of a manager-managed domestic or foreign limited liability company and each member of a member-managed domestic or foreign limited liability company is an agent of that limited liability company; (4) each person who is a governing person of a domestic or foreign entity, other than an entity listed in Subdivisions (1)-(3), is an agent of that entity; and (5) each member of a committee of a nonprofit corporation authorized to perform the chief executive function of the corporation is an agent of that corporation. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.256. OTHER MEANS OF SERVICE NOT PRECLUDED. This chapter does not preclude other means of service of process, notice, or demand on a domestic or foreign entity as provided by other law. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. § 5.257. SERVICE OF PROCESS BY POLITICAL SUBDIVISION. (a) A process, notice, or demand required or permitted by law to be served by a political subdivision of this state or by a person, including another political subdivision or an attorney, acting on behalf of a political subdivision in connection with the collection of a delinquent ad valorem tax may be served on a domestic or foreign corporation whose corporate privileges are forfeited under Section 171.251, Tax Code, that is involuntarily terminated under Chapter 11, or whose registration is revoked under Chapter 9 by delivery of the process, notice, or demand to any officer or director of the corporation, as listed in the most recent records of the secretary of state. (b) If the officers or directors of a corporation are unknown or cannot be found, service on the corporation may be made in the same manner as service is made on unknown shareholders under law. (c) Notwithstanding any disability or reinstatement of a corporation, service of process under this section is sufficient for a judgment against the corporation or a judgment in rem against any property to which the corporation holds title. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
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