Title BO, Business Organizations Code

Sec. 5.053. DISTINGUISHABLE NAMES REQUIRED. (a) The name of a filing entity or registered series of a domestic limited liability company or the name under which a foreign filing entity registers to transact business in this state must be distinguishable in the records of the secr…

Sec. 5.054. NAME OF CORPORATION, FOREIGN CORPORATION, PROFESSIONAL CORPORATION, OR FOREIGN 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 o…

Sec. 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 …

Sec. 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…

Sec. 5.0561. NAME OF REGISTERED SERIES OF LIMITED LIABILITY COMPANY. The name of a registered series of a limited liability company must contain: (1) the phrase "registered series"; or (2) the abbreviation "RS" or "R.S." of that phrase. Added by Acts 2021, 87th Leg., R.S., Ch. 43…

Sec. 5.057. NAME OF COOPERATIVE ASSOCIATION OR FOREIGN COOPERATIVE ASSOCIATION. (a) The name of a cooperative association or foreign cooperative association must contain: (1) the word "cooperative"; or (2) an abbreviation of that word. (b) A domestic or foreign entity may use the…

Sec. 5.058. NAME OF PROFESSIONAL ASSOCIATION OR FOREIGN PROFESSIONAL ASSOCIATION. The name of a professional association or foreign professional association must contain: (1) the word "associated," "associates," or "association"; (2) the phrase "professional association"; or (3) …

Sec. 5.059. NAME OF PROFESSIONAL LIMITED LIABILITY COMPANY OR FOREIGN PROFESSIONAL LIMITED LIABILITY COMPANY. (a) The name of a professional limited liability company or foreign professional limited liability company must contain: (1) the phrase "professional limited liability co…

Sec. 5.060. NAME OF PROFESSIONAL ENTITY OR FOREIGN PROFESSIONAL ENTITY; CONFLICTS WITH OTHER LAW OR ETHICAL RULE. The name of a professional entity or foreign professional entity must not be contrary to a statute or regulation of this state that governs a person who provides a pr…

Sec. 5.061. NAME CONTAINING "LOTTO" OR "LOTTERY" PROHIBITED. A filing entity, a foreign filing entity, or a registered series of a domestic limited liability company may not have a name that contains the word "lotto" or "lottery." Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. …

Sec. 5.062. VETERANS ORGANIZATIONS; UNAUTHORIZED USE OF NAME. (a) Subject to Subsection (b), a filing entity or a registered series of a domestic limited liability company may not have a name that: (1) reasonably implies that the entity or registered series is created by or for t…

Sec. 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 no…

Sec. 5.064. NAME FALSELY IMPLYING GOVERNMENTAL AFFILIATION PROHIBITED. (a) A filing entity or a foreign filing entity may not use a name in this state that falsely implies an affiliation with a governmental entity. (b) The submission of a filing instrument is an affirmation by th…

Sec. 5.065. FALSE IMPLICATION OF GOVERNMENTAL AFFILIATION; AUTHORITY OF SECRETARY OF STATE AND ATTORNEY GENERAL. (a) On the written request of a governmental entity specifying the basis on which a filing entity's or foreign filing entity's name falsely implies affiliation with th…

Sec. 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 …

Sec. 5.102. LIMITATION ON THE RESERVATION OF CERTAIN NAMES. (a) The secretary of state may reserve a name under this subchapter only if the name is distinguishable in the records of the secretary of state from: (1) the name of an existing filing entity; (2) the name of a foreign …

Sec. 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, Sec. 1, eff. Jan. 1, 2006.

Sec. 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 no…

Sec. 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 (H.B. 1319), Sec. 15, eff. January 1, 2006.

Sec. 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; a…

Sec. 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…

Sec. 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 stat…

Sec. 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 brie…

Sec. 5.153. LIMITATION ON THE REGISTRATION OF CERTAIN NAMES. (a) The secretary of state may register a name under this subchapter only if the name is distinguishable in the records of the secretary of state from: (1) the name of an existing filing entity; (2) the name of a foreig…

Sec. 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 n…

Sec. 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 registra…

Sec. 5.200. DEFINITIONS. In this subchapter: (1) "Registered agent filing" means: (A) the certificate of formation or similar organizational document of a domestic represented entity; (B) the application for registration of a foreign represented entity; (C) an appointment of agen…

Sec. 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 …

Sec. 5.2011. CONSENT TO SERVE AS REGISTERED AGENT. (a) The designation or appointment of a person as registered agent by an organizer or managerial official of an entity in a registered agent filing is an affirmation by the organizer or managerial official that the person named a…

Sec. 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…

Sec. 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…

Sec. 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 …

Sec. 5.205. REJECTION OF APPOINTMENT. (a) A person designated or appointed as an entity's registered agent in a registered agent filing without the person's consent may terminate the person's appointment or designation as registered agent by filing a statement of rejection of app…

Sec. 5.206. DUTIES OF REGISTERED AGENT. (a) The only duties of a registered agent are to: (1) receive or accept, and forward to the represented entity at the address most recently provided to the registered agent by the represented entity, or otherwise notify the represented enti…

Sec. 5.207. DESIGNATION OF REGISTERED AGENT WITHOUT CONSENT; PENALTIES AND LIABILITIES. Sections 4.007 and 4.008 apply with respect to a false statement in a registered agent filing that names a person the registered agent of a represented entity without the person's consent. Add…

Sec. 5.208. IMMUNITY FROM LIABILITY. (a) A person designated or appointed as the registered agent of a represented entity is not liable solely because of the person's designation or appointment as registered agent for the debts, liabilities, or obligations of the represented enti…

Sec. 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…

Sec. 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 co…

Sec. 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…

Sec. 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 acti…

Sec. 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 do…

Sec. 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, Sec. 1, eff. Jan. 1, 2006.

Sec. 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 sub…

Sec. 5.301. APPLICABILITY OF SUBCHAPTER. (a) This subchapter applies to service of process, notice, or demand on a series of a domestic limited liability company or a series of a foreign entity. (b) For purposes of this subchapter, a reference to a "series" is intended to be a re…

Sec. 5.302. AGENT FOR SERIES. (a) The registered agent designated and maintained by a domestic limited liability company or foreign entity under Subchapter E is an agent of each series of the company or entity for the purpose of service of process, notice, or demand required or p…

Sec. 5.303. DUTIES OF REGISTERED AGENT. (a) For purposes of Section 5.206, on service or receipt of process, notice, or demand that complies with the requirements of Section 5.302(b), the only duties of the registered agent are to: (1) receive or accept, and forward to the repres…