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Texas Business & Commerce Code - Section 36.11. For Incorporated Business Or Profession, Limited Partnership, Registered Limited Liability Partnership, Or Limited Liability Company

Legal Research Home > Texas Lawyer > Business & Commerce Code > Texas Business & Commerce Code - Section 36.11. For Incorporated Business Or Profession, Limited Partnership, Registered Limited Liability Partnership, Or Limited Liability Company

§ 36.11. FOR INCORPORATED BUSINESS OR PROFESSION, LIMITED 
PARTNERSHIP, REGISTERED LIMITED LIABILITY PARTNERSHIP, OR LIMITED 
LIABILITY COMPANY.  (a) Any corporation, limited partnership, 
registered limited liability partnership, or limited liability 
company which regularly conducts business or renders professional 
services in this state under an assumed name, or which may be 
required by law to use an assumed name in this state to conduct such 
business or render such services, shall file in the office of the 
Secretary of State and, (1) if such corporation, limited 
partnership, registered limited liability partnership, or limited 
liability company is required to maintain a registered office in 
this state, in the office of the county clerk of the county in which 
such registered office is located and of the county in which its 
principal office is located if within this state and not the same 
county where the registered office is located;  or (2) if such 
corporation, limited partnership, registered limited liability 
partnership, or limited liability company is not required to or 
does not maintain a registered office in this state, in the office 
of the county clerk of the county in which its office within this 
state is located or if the corporation, limited partnership, 
registered limited liability partnership, or limited liability 
company is not incorporated, organized, or associated under the 
laws of this state, in the office of the county clerk of the county 
in which its principal place of business in this state is located if 
not the same as its office, a certificate setting forth:
		(1)  the assumed name under which such business or 
professional service is or is to be conducted or rendered;
		(2)  the name of the corporation, limited partnership, 
registered limited liability partnership, or limited liability 
company as stated in its articles of incorporation, association, or 
organization or in its certificate of limited partnership or 
application filed with the office of the Secretary of State, or 
other comparable document;
		(3)  the state, country, or other jurisdiction under 
the laws of which it was incorporated, organized, or associated and 
address of its registered or similar office in that state, country, 
or jurisdiction;
		(4)  the period, not to exceed 10 years, during which 
the assumed name will be used;
		(5)  a statement specifying that the entity is a 
business corporation, nonprofit corporation, professional 
corporation, professional association, or other type of 
corporation, limited partnership, registered limited liability 
partnership, limited liability company, or some other type of 
incorporated business, professional or other association, or legal 
entity;
		(6)  if the corporation, limited partnership, 
registered limited liability partnership, or limited liability 
company is required to maintain a registered office in this state, 
(A) the address of such registered office and the name of its 
registered agent at such address, and (B) the address of its 
principal office if not the same as that of its registered office in 
this state;
		(7)  if the corporation, limited partnership, 
registered limited liability partnership, or limited liability 
company is not required to or does not maintain a registered office 
in this state, its office address in this state and if the 
corporation, limited partnership, registered limited liability 
partnership, or limited liability company is not incorporated, 
organized, or associated under the laws of this state, the address 
of its place of business in this state and its office address 
elsewhere, if any;  and
		(8)  the county or counties within the state where 
business or professional services are being or are to be conducted 
or rendered under such assumed name.
	(b)  A certificate filed in the office of the Secretary of 
State under Subsection (a) of this section shall be executed by an 
officer, general partner, member, manager, representative, or 
attorney in fact for the corporation, limited partnership, 
registered limited liability partnership, or limited liability 
company.  A certificate executed by an attorney in fact shall 
include a statement that the attorney in fact has been duly 
authorized in writing by his principal to execute the same.  A 
certificate filed in the office of the county clerk under 
Subsection (a) of this section shall be executed and acknowledged 
in the manner provided by Section 36.10(b) of this code for a 
certificate filed under that section.
	(c)  Nothing in this chapter shall require a corporation, 
limited partnership, registered limited liability partnership, or 
limited liability company or its shareholders, associates, 
partners, or members to file an assumed business or professional 
name certificate in order to conduct business or render a 
professional service within this state under the name of the 
corporation, limited partnership, registered limited liability 
partnership, or limited liability company as stated in its articles 
of incorporation, association, or organization, certificate of 
limited partnership, application filed with the office of the 
Secretary of State, or other comparable document.
	(d)  Notwithstanding Subsections (a)-(c) of this section, a 
limited partnership, registered limited liability partnership, or 
limited liability company that filed a certificate in compliance 
with Section 36.10 of this chapter before September 1, 1993, is not 
required to file a new certificate that complies with this section 
until the earlier of:
		(1)  the expiration of the period specified in the 
existing certificate during which the assumed name will be used;  or
		(2)  a material change occurs in the information set 
forth in the existing certificate.

Added by Acts 1977, 65th Leg., p. 1097, ch. 403, § 1, eff. Aug. 
29, 1977.  Amended by Acts 1993, 73rd Leg., ch. 215, § 1.31, eff. 
Sept. 1, 1993;  Acts 1999, 76th Leg., ch. 327, § 1, eff. Sept. 1, 
1999.

Last modified: August 10, 2007