Tex. LOC. GOV'T Code § 501.001. SHORT TITLE.
This subtitle may be cited as the Development Corporation Act.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
PROVISIONS GOVERNING DEVELOPMENT CORPORATIONS
Tex. LOC. GOV'T Code ch. 501
in effectTex. LOC. GOV'T Code § 501.002. DEFINITIONS.
In this subtitle:
(1) "Authorizing unit" means the unit that authorizes the creation of a corporation under this subtitle.
(2) "Board of directors" means the board of directors of a corporation.
(3) "Bonds" includes evidences of indebtedness, including bonds and notes.
(4) "Corporate headquarters facilities" means buildings proposed for construction or occupancy as the principal office for a business enterprise's administrative and management services.
(5) "Corporation" means a corporation organized under this subtitle.
(6) "Cost," with respect to a project, has the meaning assigned by Section 501.152 .
(7) "County alliance" means two or more counties that jointly authorize the creation of a corporation under this subtitle.
(8) "District" means a conservation and reclamation district established under Section 59 , Article XVI, Texas Constitution.
(9) "Economic development office" means the Texas Economic Development and Tourism Office within the office of the governor.
(10) "Governing body" means the commissioners court of a county or the governing body of a municipality or district.
(11) "Institution of higher education" has the meaning assigned by Section 61.003 , Education Code.
(12) "Primary job" means:
(A) a job that is:
(i) available at a company for which a majority of the products or services of that company are ultimately exported to regional, statewide, national, or international markets infusing new dollars into the local economy; and
(ii) included in one of the following sectors of the North American Industry Classification System (NAICS):
(B) a job that is included in North American Industry Classification System (NAICS) sector number 928110, National Security, for the corresponding index entries for Armed Forces, Army, Navy, Air Force, Marine Corps, and Military Bases.
(13) "Project" means a project specified as such under Subchapter C.
(14) "Resolution" means a resolution, order, ordinance, or other official action by the governing body of a unit.
(15) "Type A corporation" means a corporation governed by Chapter 504 .
(16) "Type B corporation" means a corporation governed by Chapter 505 .
(17) "Unit" means a municipality, county, or district that may create and use a corporation under this subtitle.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.003. WHO MAY BE USER.
The following may be a user under this subtitle:
(1) an individual, a partnership, a corporation, or any other private entity organized for profit or not for profit; or
(2) a municipality, county, district, other political subdivision, public entity, or agency of this state or the federal government.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.004. LEGISLATIVE FINDINGS; CONSTRUCTION OF SUBTITLE.
(a) The legislature finds that:
(1) the present and prospective right to gainful employment and the general welfare of the people of this state require as a public purpose the promotion and development of new and expanded business enterprises and of job training;
(2) the existence, development, and expansion of business, commerce, industry, higher education, and job training are essential to the economic growth of this state and to the full employment, welfare, and prosperity of residents of this state;
(3) the assistance provided by corporations in promoting higher education opportunities encourages and fosters the development and diversification of the economy of this state and the elimination of unemployment and underemployment in this state;
(4) the means authorized by this subtitle and the assistance provided by this subtitle, especially with respect to financing, are in the public interest and serve a public purpose of this state in promoting the welfare of the residents of this state economically by securing and retaining business enterprises and as a result maintaining a higher level of employment, economic activity, and stability;
(5) community industrial development corporations in this state have invested substantial money in successful industrial development projects and have experienced difficulty in undertaking additional industrial development projects because of the partial inadequacy of the community industrial development corporations' money or money potentially available from local subscription sources and the limitations of local financial institutions in providing additional and sufficiently large first mortgage loans; and
(6) communities in this state have been at a critical disadvantage in competing with communities in other states for the location or expansion of business enterprises because of the availability and prevalent use in all other states of financing and other special incentives, and, for that reason, the issuance of revenue bonds under this subtitle by a corporation on behalf of political subdivisions of this state for the promotion and development of new and expanded business enterprises to provide and encourage employment and the public welfare is in the public interest and is a public purpose.
(b) This subtitle shall be construed in conformity with the intention of the legislature expressed in this section.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.005. ADOPTION OF ALTERNATE PROCEDURE.
If a court holds that a procedure under this subtitle violates the federal or state constitution, a corporation by resolution may provide an alternate procedure that conforms to the constitution.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.006. USE OF CORPORATION TO FINANCE PROJECT.
A unit may use a corporation to issue bonds on the unit's behalf to finance the cost of a project, including a project in a federally designated empowerment zone or enterprise community or in an enterprise zone designated under Chapter 2303 , Government Code, to promote and develop new and expanded business enterprises for the promotion and encouragement of employment and the public welfare.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.007. LENDING CREDIT OR GRANTING PUBLIC MONEY.
(a) Except as provided by Subsection (b), a unit may not lend its credit or grant public money or another thing of value in aid of a corporation.
(b) A municipality may grant public money to a corporation under a contract authorized by Section 380.002 .
(c) The grants, loans, expenditures, and tax exemptions authorized by this subtitle in connection with a project and authorized by a corporation in accordance with this subtitle constitute the making of loans or grants of public money or constitute other actions authorized by Section 52-a , Article III, Texas Constitution.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Acts 2009, 81st Leg., R.S., Ch. 87 (S.B. 1969 ), Sec. 15.011(a), eff. September 1, 2009.
Tex. LOC. GOV'T Code § 501.008. LIMITATION ON FINANCIAL OBLIGATION.
(a) Except as provided by Subsection (b), a corporation may not incur a financial obligation that cannot be paid from:
(1) bond proceeds;
(2) revenue realized from the lease or sale of a project;
(3) revenue realized from a loan made by the corporation to wholly or partly finance or refinance a project; or
(4) money granted under a contract with a municipality under Section 380.002 .
(b) A Type A or Type B corporation may obtain a loan from the Texas small and rural community success fund program under Subchapter E , Chapter 489 , Government Code, for eligible projects as authorized by this subtitle. To secure the loan, the Type A or Type B corporation may pledge revenue from the sales and use tax imposed by the corporation's authorizing municipality under Chapter 504 or 505 , as applicable, for the benefit of the corporation.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.009. POLICE POWERS NOT AFFECTED.
This subtitle does not deprive this state or a governmental subdivision of this state of its police powers over a corporation's property and does not impair any police power over the property that is otherwise provided by law to any official or agency of this state or its governmental subdivisions.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.010. DELEGATION OF UNIT'S SOVEREIGN POWERS PROHIBITED.
A unit may not delegate to a corporation any of the unit's attributes of sovereignty, including the power to tax, the power of eminent domain, and the police power.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.011. REFERENCE TO ARTICLES OF INCORPORATION OR CERTIFICATE OF FORMATION.
(a) With respect to a corporation created under the Development Corporation Act of 1979 (Article 5190.6, Vernon's Texas Civil Statutes) before January 1, 2006, a reference in any law of this state or in the corporation's governing documents to "articles of incorporation" means, for purposes of this subtitle, the corporation's certificate of formation.
(b) With respect to a corporation that is created under the Development Corporation Act of 1979 (Article 5190.6, Vernon's Texas Civil Statutes) before January 1, 2006, and continues to operate under articles of incorporation, a reference in this subtitle or any other law of this state or in the corporation's governing documents to "certificate of formation" means the corporation's articles of incorporation.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
SUBCHAPTER B. CREATION AND OPERATION OF CORPORATION
Tex. LOC. GOV'T Code § 501.051. AUTHORITY TO CREATE.
(a) Three or more individuals who are qualified voters of a unit may file with the unit's governing body a written application requesting the unit to authorize creation of a corporation to act on behalf of the unit. The governing body may not charge a filing fee for the application.
(b) A corporation may be created only if the governing body of the unit by resolution:
(1) determines that the creation of the corporation is advisable; and
(2) approves the certificate of formation proposed to be used in organizing the corporation.
(c) A unit may authorize the creation of one or more corporations if the resolution authorizing the creation of each corporation specifies the public purpose of the unit to be furthered by the corporation. The specified public purpose must be limited to the promotion and development under this subtitle of enterprises to promote and encourage employment and the public welfare.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.052. NONMEMBER, NONSTOCK FORM OF CORPORATION.
A corporation is a nonmember, nonstock corporation.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.053. CORPORATION NONPROFIT; NET EARNINGS.
(a) A corporation is nonprofit, and the corporation's net earnings remaining after payment of its expenses may not benefit an individual, firm, or corporation, except as provided by Subsection (b).
(b) If the board of directors determines that sufficient provision has been made for the full payment of the corporation's expenses, bonds, and other obligations, any net earnings of the corporation subsequently accruing shall be paid to the corporation's authorizing unit.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.054. GENERAL POWERS, PRIVILEGES, AND FUNCTIONS.
(a) A corporation has the powers, privileges, and functions of a nonprofit corporation incorporated under the Texas Non-Profit Corporation Act (Article 1396-1.01 et seq., Vernon's Texas Civil Statutes) or formed under the Texas Nonprofit Corporation Law, as described by Section 1.008 , Business Organizations Code. To the extent that the provisions governing powers, privileges, and functions of a nonprofit corporation under those laws are in conflict with or inconsistent with provisions of this subtitle governing powers, privileges, and functions of a nonprofit corporation, the provisions of this subtitle prevail.
(b) A corporation:
(1) has all powers incidental to or necessary for the performance of the powers provided by Sections 501.059 , 501.060 , 501.064 , 501.153-501.155, 501.159 , 501.201 (a), 501.208 , 501.209 , 501.214 , and 501.402 ; and
(2) with respect to a project, may exercise all powers necessary or appropriate to effect a purpose for which the corporation is organized, subject to the control of the governing body of the corporation's authorizing unit.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.055. CONSTITUTED AUTHORITY OR INSTRUMENTALITY.
(a) A corporation is a constituted authority and an instrumentality, within the meaning of the United States Department of the Treasury regulations and the Internal Revenue Service rulings adopted under Section 103, Internal Revenue Code of 1986, as amended, including regulations and rulings adopted under Section 103, Internal Revenue Code of 1954, and may act on behalf of the corporation's authorizing unit for the specific public purpose authorized by the unit.
(b) A corporation is not a political subdivision or a political corporation for purposes of the laws of this state, including Section 52 , Article III, Texas Constitution.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.056. CONTENTS OF CERTIFICATE OF FORMATION.
The certificate of formation of a corporation must state:
(1) the name of the corporation;
(2) that the corporation is a nonprofit corporation;
(3) the duration of the corporation, which may be perpetual;
(4) the specific purpose for which the corporation is organized and may issue bonds on behalf of the unit;
(5) that the corporation has no members and is a nonstock corporation;
(6) any provision consistent with law for the regulation of the corporation's internal affairs, including any provision required or permitted by this subtitle to be stated in the bylaws;
(7) the street address of the corporation's initial registered office and the name of the corporation's initial registered agent at that address;
(8) the number of directors of the initial board of directors and the name and address of each initial director;
(9) the name and street address of each organizer; and
(10) that the unit has:
(A) by resolution specifically authorized the corporation to act on the unit's behalf to further the public purpose stated in the resolution and the certificate of formation; and
(B) approved the certificate of formation.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.057. FILING OF CERTIFICATE OF FORMATION AND DELIVERY OF CERTIFICATE EVIDENCING FILING.
(a) If the unit's governing body adopts a resolution under Section 501.051 , the certificate of formation may be filed as provided by this section.
(b) Three originals of the certificate of formation shall be delivered to the secretary of state. If the secretary of state determines that the certificate of formation conforms to this subchapter, the secretary of state shall:
(1) endorse the word "Filed" and the date of the filing on each original certificate of formation;
(2) file one of the original certificates of formation in the secretary of state's office;
(3) issue two certificates evidencing the filing of the certificate of formation;
(4) attach to each certificate evidencing the filing of the certificate of formation an original of the certificate of formation; and
(5) deliver a certificate evidencing the filing of the certificate of formation and the attached certificate of formation to:
(A) the organizers or the organizers' representatives; and
(B) the governing body of:
(i) the corporation's authorizing unit; or
(ii) any county in the county alliance that authorized the creation of the corporation, for a county alliance corporation.
(c) The governing body of a county to which a certificate evidencing the filing of the certificate of formation and the attached certificate of formation are delivered under Subsection (b)(5)(B)(ii) shall provide photocopies of the certificate evidencing the filing of the certificate of formation and the attached certificate of formation to each other member of the county alliance.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.058. EFFECT OF ISSUANCE OF CERTIFICATE EVIDENCING FILING.
(a) A corporation's existence begins when the certificate evidencing the filing of its certificate of formation is issued.
(b) After the issuance of the certificate evidencing the filing of the certificate of formation, the formation of the corporation may not be contested for any reason.
(c) A certificate evidencing the filing of the certificate of formation is conclusive evidence that:
(1) the organizers and the unit have performed all conditions precedent for the formation of the corporation; and
(2) the corporation is formed under this subtitle.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.059. CORPORATE SEAL.
A corporation may have a corporate seal and with respect to a project may impress, affix, or otherwise reproduce the seal or a facsimile of the seal on an instrument required to be executed by the corporation's appropriate officers.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.060. MAY SUE AND BE SUED.
With respect to a project, a corporation may sue, be sued, complain, and defend in the corporation's name.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.061. CORPORATION'S ORGANIZATION NOT RESTRICTED.
Except as provided by this subtitle, no proceeding, notice, or approval is required for the organization of a corporation.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.062. BOARD OF DIRECTORS.
(a) All of the powers of a corporation are vested in a board of directors consisting of three or more directors appointed by the governing body of the corporation's authorizing unit.
(b) A director serves for a term of not more than six years.
(c) The governing body of the corporation's authorizing unit may remove a director for cause or at will.
(d) A director serves without compensation, but is entitled to reimbursement for actual expenses incurred in the performance of the director's duties under this subtitle.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.063. ORGANIZATIONAL MEETING.
(a) After issuance of the certificate evidencing the filing of the certificate of formation, the board of directors named in the certificate of formation shall hold an organizational meeting in this state to adopt bylaws and elect officers and for other purposes.
(b) Not later than the third day before the date of the meeting, the organizers who call the meeting shall give notice by mail of the time and place of the meeting to each director named in the certificate of formation.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.064. BYLAWS.
(a) A corporation may adopt and amend bylaws for the administration and regulation of the corporation's affairs.
(b) The board of directors shall adopt a corporation's initial bylaws.
(c) The bylaws and each amendment of the bylaws must:
(1) be consistent with state law and with the certificate of formation of the corporation; and
(2) be approved by resolution of the governing body of the corporation's authorizing unit.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.065. OFFICERS.
(a) A corporation has the following officers:
(1) a president;
(2) at least one vice president;
(3) a secretary;
(4) a treasurer; and
(5) other officers or assistant officers considered necessary.
(b) An officer of the corporation is elected or appointed at the time, in the manner, and for the term prescribed by the certificate of formation or bylaws, except that an officer's term may not exceed three years. In the absence of provisions in the certificate of formation or the bylaws prescribing the selection or terms of officers, the board of directors shall annually elect or appoint officers.
(c) A person may hold more than one office, except that the same person may not hold the offices of president and secretary.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.066. INDEMNIFICATION.
(a) In this section, "director or officer" includes a former director or officer.
(b) Except as provided by Subsection (d), a corporation may indemnify a director or officer of the corporation for necessary expenses and costs, including attorney's fees, actually incurred by the director or officer in connection with a claim asserted against the director or officer, by action in court or another forum, by reason of the director's or officer's being or having been a director or officer of the corporation.
(c) Except as provided by Subsection (d), if a corporation has not fully indemnified a director or officer under Subsection (b), the court in a proceeding in which a claim is asserted against the director or officer or a court having jurisdiction over an action brought by the director or officer on a claim for indemnity may assess indemnity against the corporation or the corporation's receiver or trustee. The assessment must equal the amount that the director or officer paid to satisfy the judgment or compromise the claim, including attorney's fees and not including any amount paid to the corporation, to the extent that:
(1) the amount paid was actually and necessarily incurred; and
(2) the court considers the amount paid reasonable and equitable.
(d) A corporation may not indemnify a director or officer for a matter in which the director or officer is guilty of negligence or misconduct. A court may assess indemnity against the corporation only if the court finds that the director or officer was not guilty of negligence or misconduct in the matter for which indemnity is sought.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.067. INSURANCE AND BENEFITS.
(a) Notwithstanding any law to the contrary and with the consent of the corporation's authorizing unit, a corporation may obtain:
(1) health benefits coverage, liability coverage, workers' compensation coverage, and property coverage under the authorizing unit's insurance policies, through self-funded coverage, or under coverage provided under an interlocal agreement with a political subdivision; or
(2) retirement benefits under a retirement program the authorizing unit participates in or operates.
(b) Health benefits coverage may be extended to the corporation's directors and employees, and to the dependents of the directors and employees.
(c) Workers' compensation benefits may be extended to the corporation's directors, employees, and volunteers.
(d) Liability coverage may be extended to protect the corporation and the corporation's directors and employees.
(e) Retirement benefits may be extended to the corporation's employees.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.068. BOARD MEETINGS; NOTICE OF MEETING.
(a) A board of directors may hold a regular meeting in this state with or without notice as prescribed by the corporation's bylaws.
(b) A board of directors may hold a special meeting with notice as prescribed by the corporation's bylaws.
(c) A director's attendance at a board meeting constitutes a waiver of notice of the meeting, unless the director attends the meeting for the express purpose of objecting to the transaction of any business at the meeting because the meeting has not been lawfully called or convened.
(d) Unless required by the corporation's bylaws, notice or waiver of notice of a board meeting is not required to specify the business to be transacted at the meeting or the purpose of the meeting.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.069. WAIVER OF NOTICE.
If a notice is required to be given to a director of a corporation under this subtitle or the corporation's certificate of formation or bylaws, a written waiver of the notice signed by the person entitled to the notice is equivalent to giving the required notice. The waiver may be given before or after the time that would have been stated in the notice.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.070. ACTION OF BOARD; QUORUM.
(a) A quorum of a board of directors is the lesser of:
(1) a majority of the number of directors:
(A) established by the corporation's bylaws; or
(B) stated in the corporation's certificate of formation, if the bylaws do not establish the number of directors; or
(2) the number of directors, not less than three, established as a quorum by the certificate of formation or bylaws.
(b) The act of a majority of the directors present at a meeting at which a quorum is present is an act of the board of directors, unless the act of a larger number is required by the certificate of formation or bylaws of the corporation.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.071. ACTION WITHOUT MEETING.
(a) An action that may be taken at a meeting of a board of directors, including an action required by this subtitle to be taken at a meeting, may be taken without a meeting if each director signs a written consent providing the action to be taken.
(b) The consent has the same effect as a unanimous vote and may be stated as such in a document filed with the secretary of state under this subtitle.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.072. OPEN MEETINGS AND PUBLIC INFORMATION.
A board of directors is subject to the open meetings law, Chapter 551 , Government Code, and the public information law, Chapter 552 , Government Code.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.073. SUPERVISION BY AUTHORIZING UNIT.
(a) The corporation's authorizing unit will approve all programs and expenditures of a corporation and annually review any financial statements of the corporation.
(b) A corporation's authorizing unit is entitled to access to the corporation's books and records at all times.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.074. PURCHASING.
A corporation may use the reverse auction procedure defined by Section 2155.062 (d), Government Code, for purchasing.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.075. EXEMPTION FROM TAXATION.
(a) The activities of a corporation affect all the residents of the corporation's authorizing unit by the corporation's assuming to a material extent what otherwise might be an obligation or duty of the authorizing unit, and therefore the corporation is an institution of purely public charity within the tax exemption of Section 2 , Article VIII, Texas Constitution.
(b) A corporation is exempt from the tax imposed by Chapter 171 , Tax Code, only if the corporation is exempted by that chapter.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
SUBCHAPTER C. AUTHORIZED PROJECTS
Tex. LOC. GOV'T Code § 501.101. PROJECTS RELATED TO CREATION OR RETENTION OF PRIMARY JOBS.
In this subtitle, "project" includes the land, buildings, equipment, facilities, expenditures, targeted infrastructure, and improvements that are:
(1) for the creation or retention of primary jobs; and
(2) found by the board of directors to be required or suitable for the development, retention, or expansion of:
(A) manufacturing and industrial facilities;
(B) research and development facilities;
(C) military facilities, including closed or realigned military bases;
(D) transportation facilities, including airports, hangars, railports, rail switching facilities, maintenance and repair facilities, cargo facilities, related infrastructure located on or adjacent to an airport or railport facility, marine ports, inland ports, mass commuting facilities, and parking facilities;
(E) sewage or solid waste disposal facilities;
(F) recycling facilities;
(G) air or water pollution control facilities;
(H) facilities for furnishing water to the public;
(I) distribution centers;
(J) small warehouse facilities capable of serving as decentralized storage and distribution centers;
(K) primary job training facilities for use by institutions of higher education; or
(L) regional or national corporate headquarters facilities.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Acts 2009, 81st Leg., R.S., Ch. 87 (S.B. 1969 ), Sec. 15.012(a), eff. September 1, 2009.
Acts 2009, 81st Leg., R.S., Ch. 150 (S.B. 2052 ), Sec. 1, eff. September 1, 2009.
Tex. LOC. GOV'T Code § 501.102. PROJECTS RELATED TO CERTAIN JOB TRAINING.
In this subtitle, "project" includes job training required or suitable for the promotion of development and expansion of business enterprises and other enterprises described by this subtitle, as provided by Section 501.162 .
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.103. CERTAIN INFRASTRUCTURE IMPROVEMENT PROJECTS.
In this subtitle, "project" includes expenditures that are found by the board of directors to be required or suitable for infrastructure necessary to promote or develop new or expanded business enterprises, limited to:
(1) streets and roads, rail spurs, water and sewer utilities, electric utilities, or gas utilities, drainage, site improvements, and related improvements;
(2) telecommunications and Internet improvements; or
(3) beach remediation along the Gulf of Mexico.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.104. PROJECTS RELATED TO CERTAIN MILITARY BASES OR MISSIONS.
In this subtitle, "project" includes the infrastructure, improvements, land acquisition, buildings, or expenditures that:
(1) are for the creation or retention of primary jobs or jobs that are included in North American Industry Classification System (NAICS) sector number 926120, Regulation and Administration of Transportation Programs, for the corresponding index entry for Coast Guard (except the Coast Guard Academy); and
(2) are found by the board of directors to be required or suitable for:
(A) promoting or supporting a military base in active use to prevent the possible future closure or realignment of the base;
(B) attracting new military missions to a military base in active use; or
(C) redeveloping a military base that has been closed or realigned, including a military base closed or realigned according to the recommendation of the Defense Base Closure and Realignment Commission under the Defense Base Closure and Realignment Act of 1990 (10 U.S.C. Section 2687 note).
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.105. CAREER CENTER PROJECTS OUTSIDE OF JUNIOR COLLEGE DISTRICT.
In this subtitle, "project" includes the land, buildings, equipment, facilities, improvements, and expenditures found by the board of directors to be required or suitable for use for a career center, if the area to be benefited by the career center is not located in the taxing jurisdiction of a junior college district.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.106. AIRPORT FACILITIES OR OTHER PROJECTS BY CORPORATIONS AUTHORIZED BY CERTAIN BORDER MUNICIPALITIES.
(a) This section applies only to a corporation authorized to be created by a municipality, any part of which is located within 25 miles of an international border.
(b) For a corporation to which this section applies, in this subtitle, "project" includes the land, buildings, facilities, infrastructure, and improvements that:
(1) the corporation's board of directors finds are required or suitable for the development or promotion of new or expanded business enterprises through transportation facilities including airports, hangars, railports, rail switching facilities, maintenance and repair facilities, cargo facilities, marine ports, inland ports, mass commuting facilities, parking facilities, and related infrastructure located on or adjacent to an airport or railport facility; or
(2) are undertaken by the corporation if the municipality that authorized the creation of the corporation has, at the time the corporation approves the project as provided by this subtitle:
(A) a population of less than 50,000; or
(B) an average rate of unemployment that is greater than the state average rate of unemployment during the most recent 12-month period for which data is available that precedes the date the project is approved.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.107. INFRASTRUCTURE PROJECTS BY CORPORATIONS AUTHORIZED BY MUNICIPALITIES IN CERTAIN BORDER COUNTIES.
(a) This section applies only to a corporation that:
(1) is authorized to be created by a municipality wholly or partly located in a county that:
(A) is bordered by the Rio Grande;
(B) has a population of at least 500,000; and
(C) has wholly or partly within its boundaries at least four municipalities each of which has a population of at least 25,000; and
(2) does not support a project, as defined by this subchapter, with sales and use tax revenue collected under Chapter 504 or 505 .
(b) For a corporation to which this section applies, in this subtitle, "project" includes expenditures found by the board of directors to be required or suitable for infrastructure necessary to promote or develop new or expanded business enterprises, including airports, ports, and sewer or solid waste disposal facilities.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
SUBCHAPTER D. CORPORATE POWERS AND LIMITATIONS RELATING TO PROJECTS
Tex. LOC. GOV'T Code § 501.151. AUTHORITY TO FINANCE PROJECT.
A corporation is a constituted authority for the purpose of financing one or more projects.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.152. DEFINITION OF COST WITH RESPECT TO PROJECT.
In this subtitle, "cost," with respect to a project, means the cost of the acquisition, cleanup, construction, reconstruction, improvement, or expansion of a project, including:
(1) the cost of acquiring all land, rights-of-way, property rights, easements, and interests;
(2) the cost of all machinery and equipment;
(3) financing charges;
(4) the cost of inventory, raw materials, and other supplies;
(5) research and development costs;
(6) interest accruing before and during construction and until the first anniversary of the date the construction is completed, regardless of whether capitalized;
(7) necessary reserve funds;
(8) the cost of estimates, including estimates of cost and revenue;
(9) the cost of engineering or legal services;
(10) the cost of plans, specifications, or surveys;
(11) other expenses necessary or incident to determining the feasibility and practicability of acquiring, cleaning, constructing, reconstructing, improving, and expanding the project;
(12) administrative expenses; and
(13) other expenditures necessary or incident to:
(A) acquiring, cleaning, constructing, reconstructing, improving, and expanding the project;
(B) placing the project in operation; and
(C) financing or refinancing the project, including refunding any outstanding obligations, mortgages, or advances issued, made, or given by a person for a cost described by this section.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.153. LEASE OR SALE OF PROJECT.
(a) A corporation may:
(1) lease all or any part of a project to a user, for the rental and on the terms that the corporation's board of directors considers advisable and not in conflict with this subtitle; or
(2) sell, by installment payments or otherwise, and convey all or any part of a project to a user for the purchase price and on the terms the corporation's board of directors considers advisable and not in conflict with this subtitle.
(b) A corporation may grant a lessee an option to purchase all or any part of a project when all bonds of the corporation delivered to provide those facilities have been paid or provision has been made for the bonds' final payment. This subsection is procedurally exclusive for authority to convey or grant an option to purchase all or part of a project, and reference to another law is not required.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.154. CONVEYANCE OF PROPERTY TO INSTITUTION OF HIGHER EDUCATION.
With respect to a project, a corporation may donate, exchange, convey, sell, or lease land, improvements, or any other interest in real property, fixtures, furnishings, equipment, or personal property to an institution of higher education for a legal purpose of the institution, on the terms the corporation's board of directors considers advisable and not in conflict with this subtitle.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.155. LOAN TO FINANCE PROJECT.
(a) A corporation may make a secured or unsecured loan to a user for the purpose of providing temporary or permanent financing or refinancing of all or part of the cost of a project, including the refunding of an outstanding obligation, mortgage, or advance issued, made, or given by a person for the cost of a project.
(b) For a loan made under this section, a corporation may charge and collect interest on the terms the corporation's board of directors considers advisable and not in conflict with this subtitle.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.156. AGREEMENT MUST BENEFIT CORPORATION.
An agreement relating to a project must be for the benefit of the corporation.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.157. DEFAULT ON AGREEMENT; ENFORCEMENT.
An agreement relating to a project must provide that if a default occurs in the payment of the principal of or the interest or premium on the bonds or in the performance of any agreement contained in a proceeding, mortgage, or instrument, the payment or performance may be enforced by:
(1) mandamus; or
(2) the appointment of a receiver in equity with the power to:
(A) charge and collect rents, purchase price payments, and loan payments; and
(B) apply the revenue from the project in accordance with the resolution, mortgage, or instrument.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.158. PERFORMANCE AGREEMENTS.
(a) A corporation may not provide a direct incentive to or make an expenditure on behalf of a business enterprise under a project as defined by Subchapter C of this chapter or by Subchapter D , Chapter 505 , unless the corporation enters into a performance agreement with the business enterprise.
(b) A performance agreement between a corporation and business enterprise must:
(1) provide, at a minimum, for a schedule of additional payroll or jobs to be created or retained and capital investment to be made as consideration for any direct incentives provided or expenditures made by the corporation under the agreement; and
(2) specify the terms under which repayment must be made if the business enterprise does not meet the performance requirements specified in the agreement.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.159. POWERS CONCERNING PROJECTS; JURISDICTION.
(a) A corporation may acquire, by construction, devise, purchase, gift, lease, or otherwise, or any one or more of those methods and may construct, improve, maintain, equip, and furnish one or more projects undertaken by another corporation or located within this state, including within the coastal waters of this state, and within or partially within the limits of the authorizing unit of the corporation or within the limits of another unit, if the governing body of the other corporation or the unit requests the corporation to exercise its powers within that unit.
(b) A corporation may recover the costs of an investment under Subsection (a) from a unit or another corporation under a contract with a limited or unlimited duration.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.160. OWNING OR OPERATING PROJECT AS BUSINESS.
(a) Except as provided by Subsection (d), a corporation may not own or operate a project as a business other than:
(1) as a lessor, seller, or lender; or
(2) according to the requirements of any trust agreement securing the credit transaction.
(b) The user under a lease, sale, or loan agreement relating to a project is considered the owner of the project for purposes of ad valorem taxes, sales and use taxes, or any other taxes imposed by this state or a political subdivision of this state.
(c) Purchasing and holding a mortgage, deed of trust, or other security interest or contracting for the servicing of a mortgage, deed of trust, or other security interest is not considered the operation of a project.
(d) A corporation has all the powers necessary to own and operate a project as a business if:
(1) the project is a military installation or military facility that has been closed or realigned, including a military installation or facility closed or realigned under the Defense Base Closure and Realignment Act of 1990 (10 U.S.C. Section 2687 note), as amended; or
(2) the project is authorized under Section 501.106 .
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.161. CERTAIN ECONOMIC INCENTIVES PROHIBITED.
(a) In this section, "related party" means a person who owns at least 80 percent of the business enterprise to which the sales and use tax would be rebated as part of an economic incentive.
(b) Notwithstanding any other provision of this subtitle, a corporation may not offer to provide an economic incentive for a business enterprise whose business consists primarily of purchasing taxable items using a resale certificate and then reselling those items to a related party.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.162. USE OF TAX REVENUE FOR JOB TRAINING.
A corporation may spend tax revenue received under this subtitle for job training offered through a business enterprise only if the business enterprise has committed in writing to:
(1) create new jobs that pay wages that are at least equal to the prevailing wage for the applicable occupation in the local labor market area; or
(2) increase its payroll to pay wages that are at least equal to the prevailing wage for the applicable occupation in the local labor market area.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.163. USE OF TAX REVENUE FOR JOB-RELATED SKILLS TRAINING BY CERTAIN CORPORATIONS.
(a) This section applies only to a corporation the creation of which was authorized by a municipality that:
(1) has a population of 10,000 or more;
(2) is located in a county that borders:
(A) the Gulf of Mexico or the Gulf Intracoastal Waterway; or
(B) the United Mexican States and in which four municipalities with a population of 70,000 or more are located; and
(3) has, or is included in a metropolitan statistical area of this state that has, an unemployment rate that averaged at least two percent above the state average for the most recent two consecutive years for which statistics are available.
(b) A corporation may spend tax revenue received under this subtitle for job training that consists of:
(1) providing job-related life skills sufficient to enable an unemployed individual to obtain employment; and
(2) providing job training skills sufficient to enable an unemployed individual to obtain employment.
(c) A corporation to which this section applies may contract with any person to provide the job training authorized under this section.
Added by Acts 2013, 83rd Leg., R.S., Ch. 1283 (H.B. 1967 ), Sec. 1, eff. June 14, 2013.
SUBCHAPTER E. CORPORATE POWERS AND LIMITATIONS RELATING TO BONDS
Tex. LOC. GOV'T Code § 501.201. AUTHORITY TO ISSUE BONDS.
(a) A corporation may issue bonds to defray all or part of the cost of a project, regardless of whether the bonds are wholly or partly exempt from federal income taxation.
(b) Except as limited by this subtitle or rules and guidelines of the economic development office, a corporation has full authority with respect to bonds.
(c) Except as otherwise provided by this subtitle, a corporation may issue bonds under this subtitle without obtaining the consent or approval of any department, division, or agency of this state, other than the attorney general under Chapter 1202 , Government Code.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.202. TERMS.
Bonds issued by a corporation must be dated and must mature in not more than 40 years.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.203. SECURITIES COMMISSIONER PERMIT TO SELL SECURITIES REQUIRED.
A corporation may not sell or offer for sale bonds or other securities until the securities commissioner grants a permit authorizing the corporation to offer and sell the bonds or other securities under the registration provisions of The Securities Act (Title 12, Government Code), except as exempted from registration by rule or order of the State Securities Board. Appeal from an adverse decision of the securities commissioner or the State Securities Board is under the administrative procedure law, Chapter 2001 , Government Code. The substantial evidence rule applies in an appeal under this subsection.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.204. AUTHORIZING UNIT'S APPROVAL OF BONDS.
(a) A corporation may not deliver bonds, including refunding bonds, unless the governing body of the corporation's authorizing unit adopts a resolution, not earlier than the 60th day before the date the bonds are delivered, specifically approving the corporation's resolution providing for the issuance of the bonds.
(b) If the corporation is authorized to be created by a county alliance, the resolution required by Subsection (a) must be adopted by the commissioners courts of at least three-fifths of the members of the county alliance.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.205. BOND COUNSEL AND FINANCIAL ADVISORS.
Bond counsel and financial advisors participating in a bond issue must be mutually acceptable to the corporation and the user.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.206. MONEY USED TO PAY BONDS.
The principal of and interest on bonds issued by a corporation are payable only from the money provided for that payment and from the revenue of the project or projects for which the bonds were authorized.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.207. BONDS NOT DEBT OF STATE OR AUTHORIZING UNIT.
(a) Bonds issued under this subtitle are not a debt or pledge of the faith and credit of this state, the authorizing unit of the corporation issuing the bonds, or any other political corporation, subdivision, or agency of this state.
(b) The revenue bonds issued under this subtitle must contain on their face a statement to the effect that:
(1) neither this state, the authorizing unit of the corporation issuing the bonds, nor any other political corporation, subdivision, or agency of this state is obligated to pay the principal of or the interest on the bonds; and
(2) neither the faith and credit nor the taxing power of this state, the authorizing unit of the corporation issuing the bonds, or any other political corporation, subdivision, or agency of this state is pledged to the payment of the principal of or the interest on the bonds.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.208. BOND SECURITY; DEFAULT.
(a) The principal of and interest on any bonds issued by a corporation shall be secured by a pledge of the revenues and receipts derived by the corporation from the lease or sale of the project financed by the bonds or from the loan made by the corporation with respect to the project financed or refinanced by the bonds.
(b) As security for the payment of the principal of and interest on any bonds issued by a corporation and any agreements made in connection with the issuance of bonds, the corporation may:
(1) mortgage and pledge any or all of the corporation's projects or any part of a project, including the project financed or refinanced and any enlargements of and additions to the project, owned before or acquired after the time of the mortgage or pledge; and
(2) assign any mortgage and repledge any security conveyed to the corporation to secure any loan made by the corporation, and pledge the revenues and receipts from the assigned mortgage or security.
(c) The resolution authorizing the issuance of bonds and any mortgage covering all or part of the project financed may include any agreement or provision that the board of directors considers advisable and not in conflict with this subtitle and that relates to:
(1) the maintenance of the project covered by the bonds or mortgage;
(2) the fixing and collection of rents;
(3) purchase price payments;
(4) loan payments;
(5) the creation and maintenance of special funds from those revenues; or
(6) the rights and remedies available in the event of a default.
(d) A mortgage to secure bonds may also provide that, in the event of a default in the payment of the bonds or a violation of another agreement contained in the mortgage, the mortgage may be foreclosed and the mortgaged property may be sold in any manner permitted by law. The mortgage may provide that a trustee under the mortgage or the holder of any of the bonds secured by the mortgage may purchase property at a foreclosure sale if the trustee or holder is the highest bidder.
(e) A pledge, agreement, or mortgage made for the benefit or security of any of the corporation's bonds continues in effect until the principal of and interest on the bonds benefited or secured by the pledge, agreement, or mortgage have been fully paid.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.209. TRUST AGREEMENT.
(a) Bonds issued under this subtitle may be secured by a trust agreement between the corporation and a trust company or bank having the powers of a trust company. The trust company or bank may be located in or outside of this state.
(b) The trust agreement may:
(1) pledge or assign the lease, sale, or loan revenues to be received with respect to a project from a lessee, purchaser, or borrower for the payment of the principal of and interest and any premium on the bonds as the bonds become due and payable;
(2) provide for the creation and maintenance of reserves for a purpose described by Subdivision (1);
(3) state the rights and remedies of the bondholders and the trustee;
(4) restrict the individual right of action by bondholders in a manner that is customary in trust agreements or trust indentures securing bonds and debentures of private corporations; and
(5) include any additional provision that the corporation considers reasonable and proper for the security of the bondholders.
(c) The trust agreement or a resolution approving the issuance of the bonds may provide for the protection and enforcement of the rights and remedies of the bondholders as may be reasonable and proper and not in violation of law, including covenants providing the duties relating to:
(1) the acquisition of property and the construction, improvement, maintenance, repair, operation, and insurance of the project in connection with which the bonds are authorized; and
(2) the custody, protection, and application of all money.
(d) A bank or trust company incorporated under the laws of this state that acts as depository of the bond proceeds or of revenues may furnish indemnifying bonds or pledge securities as required by the corporation.
(e) All expenses incurred in carrying out the trust agreement may be treated as a part of the cost of operating the project.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.210. FINANCIAL ASSURANCE OR RESPONSIBILITY REQUIREMENTS FOR CERTAIN PROJECTS.
(a) The resolution or mortgage described by Section 501.208 (c) may contain any agreement or provision for satisfying the financial assurance or responsibility requirements applicable to a project for which a permit is required under Chapter 361 , Health and Safety Code, or Chapter 27 , Water Code, including a requirement relating to construction, proper operation, liability coverage, emergency response capability, well plugging, closure, and post-closure care.
(b) Evidence of the passage of a resolution by a governing body approving or agreeing to approve the issuance of bonds for the purpose of satisfying the financial assurance or responsibility requirements applicable to the project is an adequate demonstration that sufficient financial resources will be available to comply with all existing financial assurance or responsibility requirements.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.211. USE OF BOND PROCEEDS.
(a) The proceeds of the bonds of each issue shall be:
(1) used to pay or make a loan in the amount of all or part of the cost of the project or projects for which the bonds were authorized; and
(2) disbursed in the manner and under any restrictions provided in the resolution authorizing the issuance of the bonds or in any trust agreement securing the bonds.
(b) Bond proceeds may be used to:
(1) pay all costs incurred in issuing the bonds;
(2) pay interest on the bonds for any time determined by the board of directors of the corporation issuing the bonds; and
(3) establish reserve funds and sinking funds for the bonds.
(c) If the proceeds of the bonds of any series issued for a project exceed the cost of the project for which the bonds were issued, the surplus shall be:
(1) deposited to the credit of the sinking fund for the bonds; or
(2) used to purchase bonds in the open market.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.212. INTERIM BONDS.
(a) Before the preparation of definitive bonds, the corporation may, under like restrictions, issue interim bonds that may be exchanged for definitive bonds when the definitive bonds are executed and available for delivery.
(b) The corporation may issue interim bonds with or without coupons.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.213. REFUNDING BONDS.
(a) A corporation may provide by resolution for the issuance of refunding bonds:
(1) to refund outstanding bonds issued under this subtitle for a project, including the payment of any redemption premium on the bonds and the interest accrued or to accrue to the date of redemption; and
(2) if considered advisable by the corporation, additionally to finance improvements, extensions, or enlargements to the project for which the bonds being refunded were issued or for another project.
(b) The provisions of this subtitle relating to other bonds govern the issuance, maturities, and other details of the refunding bonds, the rights of the holders of the refunding bonds, and the rights, duties, and obligations of the corporation with respect to the same to the extent those provisions may be applicable.
(c) The corporation may issue the refunding bonds in exchange for outstanding bonds or may sell the refunding bonds and use the proceeds to redeem outstanding bonds.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.214. SALE OR EXCHANGE OF BONDS.
With respect to a project, a corporation may:
(1) sell bonds; or
(2) exchange bonds for property, labor, services, material, or equipment comprising a project or incidental to the acquisition of a project.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
SUBCHAPTER F. ADMINISTRATION BY ECONOMIC DEVELOPMENT OFFICE
Tex. LOC. GOV'T Code § 501.251. STATE STANDARDS FOR PROJECT ELIGIBILITY.
The economic development office shall adopt rules providing minimum standards for project eligibility.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.252. STATE STANDARDS AND GUIDELINES FOR LEASE, SALE, OR LOAN AGREEMENTS.
(a) The economic development office shall adopt rules:
(1) providing minimum standards for lease, sale, and loan agreements entered into under this subtitle; and
(2) providing guidelines with respect to the business experience, financial resources, and responsibilities of the lessee, purchaser, or borrower under a lease, sale, or loan agreement entered into under this subtitle.
(b) The economic development office may adopt rules governing the terms of a loan made by a corporation to a bank or other lending institution the proceeds of which are reloaned as permanent or temporary financing of a project.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.253. RULES FOR SMALL BUSINESS PROGRAMS.
The economic development office shall adopt rules governing programs for small businesses receiving loans guaranteed wholly or partly by the United States Small Business Administration or another federal agency.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.254. FILING OF RULES AND GUIDELINES WITH SECRETARY OF STATE.
Rules and guidelines adopted by the economic development office and amendments to the rules and guidelines take effect only after the filing of the rules and guidelines or amendments with the secretary of state.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.255. APPROVAL OF LEASE, SALE, OR LOAN AGREEMENT.
(a) A lease, sale, or loan agreement entered into under this subtitle must be approved by the economic development office. The economic development office may not approve an agreement unless the office affirmatively finds that the project sought to be financed furthers the public purposes of this subtitle.
(b) The corporation may appeal an adverse ruling or decision of the economic development office under Subsection (a) to a district court of Travis County. The substantial evidence rule applies in an appeal under this subsection.
(c) A corporation:
(1) may enter into a lease, sale, or loan agreement under this subtitle without obtaining the consent or approval of any department, division, or agency of this state except as otherwise provided by this subtitle; and
(2) has full authority with respect to a lease, sale, or loan agreement, except as limited by this subtitle or by rules and guidelines of the economic development office.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.256. APPROVAL OF BONDS BY ECONOMIC DEVELOPMENT OFFICE.
(a) A corporation may submit a transcript of proceedings in connection with the issuance of bonds to the economic development office and request that the office approve the bonds. A corporation shall include a nonrefundable filing fee with the request. The office shall set the amount of the fee at a reasonable amount that is not less than $500 or more than $25,000.
(b) If the economic development office refuses to approve the bond issue solely on the basis of law, the corporation may seek a writ of mandamus from the Texas Supreme Court, and for this purpose the executive director of the economic development office is considered a state officer under Section 22.002 , Government Code.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.257. FILING OF FEE SCHEDULE AND BOND PROCEDURES.
The economic development office by rule shall require a corporation to file fee schedules and bond procedures.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.258. DELEGATION OF AUTHORITY.
The economic development office may delegate to the executive director of the office the authority to approve a lease, sale, or loan agreement made under this subtitle or bonds issued by a corporation or any documents submitted as provided in this subtitle.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
SUBCHAPTER G. AMENDMENT OR RESTATEMENT OF
CERTIFICATE OF FORMATION
Tex. LOC. GOV'T Code § 501.301. AMENDMENT BY BOARD OF DIRECTORS.
(a) The board of directors of a corporation at any time may file with the governing body of the corporation's authorizing unit a written application requesting that the authorizing unit approve an amendment to the certificate of formation.
(b) The application must specify the proposed amendment. The board of directors shall amend the certificate of formation in accordance with this subchapter if the governing body of the authorizing unit by resolution:
(1) determines that it is advisable to adopt the amendment;
(2) authorizes the adoption of the amendment; and
(3) approves the form of the amendment.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.302. AMENDMENT BY UNIT.
The governing body of the authorizing unit of a corporation, at the unit's sole discretion, may in accordance with this subchapter amend the corporation's certificate of formation at any time by:
(1) adopting the amendment by resolution; and
(2) delivering the certificate of amendment to the secretary of state.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.303. AMENDMENT TO COUNTY ALLIANCE CORPORATION'S CERTIFICATE OF FORMATION.
An amendment to the certificate of formation of a county alliance corporation may not be adopted unless approved by the governing body of each member of the county alliance that authorized the creation of the corporation.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.304. CONTENTS OF CERTIFICATE OF AMENDMENT.
The certificate of amendment must:
(1) state the name of the corporation;
(2) if the amendment alters a provision of the certificate of formation, identify by reference or describe the altered provision and include the provision's text as amended;
(3) if the amendment is an addition to the certificate of formation, state that fact and include the text of each provision added; and
(4) state that the amendment was adopted or approved by the governing body of the authorizing unit and give the date the governing body adopted or approved the amendment.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.305. EXECUTION AND VERIFICATION OF CERTIFICATE OF AMENDMENT.
(a) A certificate of amendment shall be executed:
(1) on behalf of the corporation by the president or a vice president of the corporation and by the secretary or an assistant secretary of the corporation; or
(2) by the presiding officer of the governing body of the corporation's authorizing unit and by the secretary or clerk of the governing body.
(b) One of the officers who signs the certificate of amendment shall verify the certificate of amendment.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.306. DELIVERY AND FILING OF CERTIFICATE OF AMENDMENT.
(a) Three originals of the certificate of amendment shall be delivered to the secretary of state.
(b) If the secretary of state determines that the certificate of amendment conforms to this subchapter and on receipt of a $25 fee, the secretary of state shall:
(1) endorse the word "Filed" and the date of the filing on each original of the certificate of amendment;
(2) file one of the original certificates of amendment in the secretary of state's office;
(3) issue two certificates evidencing the filing of the certificate of amendment;
(4) attach to each certificate evidencing the filing of the certificate of amendment; and
(5) deliver a certificate evidencing the filing of the certificate of amendment and the attached certificate of amendment to:
(A) the corporation or the corporation's representative; and
(B) the governing body of the corporation's authorizing unit.
(c) On the issuance of the certificate evidencing the filing of the certificate of amendment, the amendment becomes effective and the certificate of formation is amended accordingly.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.307. SUITS OR RIGHTS NOT AFFECTED.
(a) An amendment to a corporation's certificate of formation does not affect:
(1) any existing cause of action in favor of or against the corporation;
(2) any pending suit to which the corporation is a party; or
(3) the existing rights of any person.
(b) If a corporation's name is changed by amendment to the certificate of formation, a suit brought by or against the corporation under its former name does not abate for that reason.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.308. RESTATED CERTIFICATE OF FORMATION.
A corporation may authorize, execute, and file a restated certificate of formation by following the procedure to amend the certificate of formation provided by this subchapter, including obtaining the approval of the governing body of the corporation's authorizing unit.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.309. RESTATEMENT WITHOUT ADDITIONAL AMENDMENT.
(a) A corporation may, without making any additional amendment, restate the entire text of the certificate of formation as amended or supplemented by all certificates evidencing the filing of a certificate of amendment previously issued by the secretary of state.
(b) The introductory paragraph of a restatement under this section must contain a statement that the restatement:
(1) accurately copies the certificate of formation and all amendments to the certificate of formation that are in effect; and
(2) does not contain any change to the certificate of formation.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.310. RESTATEMENT WITH ADDITIONAL AMENDMENT.
(a) A corporation may:
(1) restate the entire text of the certificate of formation as amended or supplemented by all certificates evidencing the filing of a certificate of amendment previously issued by the secretary of state; and
(2) as part of the restatement, make additional amendments to the certificate of formation.
(b) A restatement under this section must:
(1) state that each additional amendment to the certificate of formation conforms to this subtitle;
(2) contain any statement required by this subtitle for the certificate of amendment, except that the full text of an additional amendment is not required to be set out other than in the restatement itself;
(3) contain a statement that:
(A) the restatement is an accurate copy of the certificate of formation and all amendments to the certificate of formation that are in effect and all additional amendments made to the certificate of formation; and
(B) the restatement does not contain any other change to the certificate of formation; and
(4) restate the text of the entire certificate of formation as amended or supplemented by all certificates evidencing the filing of a certificate of amendment previously issued by the secretary of state and as additionally amended by the restated certificate of formation.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.311. CHANGE IN CERTAIN INFORMATION NOT AMENDMENT.
For purposes of restating the certificate of formation under Sections 501.309 and 501.310 , substituting the current number, names, and addresses of the directors for similar information of the initial board of directors or omitting the name and address of each organizer is not an amendment to or change in the certificate of formation.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.312. EXECUTION AND VERIFICATION OF RESTATED CERTIFICATE OF FORMATION.
(a) Originals of the restated certificate of formation shall be executed on behalf of the corporation by the president or a vice president of the corporation and by the secretary or an assistant secretary of the corporation.
(b) One of the officers who signs the restated certificate of formation shall verify the restated certificate.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.313. DELIVERY AND FILING OF RESTATED CERTIFICATE OF FORMATION.
(a) Three originals of the restated certificate of formation shall be delivered to the secretary of state.
(b) If the secretary of state determines that the restated certificate of formation conforms to law and on receipt of a $25 fee, the secretary of state shall:
(1) endorse the word "Filed" and the date of the filing on each original of the restated certificate of formation;
(2) file one of the original restated certificates of formation in the secretary of state's office;
(3) issue two certificates evidencing the filing of the restated certificate of formation;
(4) attach to each certificate evidencing the filing of the restated certificate of formation an original of the restated certificate of formation; and
(5) deliver a certificate evidencing the filing of the restated certificate of formation and the attached restated certificate of formation to:
(A) the corporation or the corporation's representative; and
(B) the governing body of:
(i) the corporation's authorizing unit; or
(ii) any county in the county alliance that authorized the creation of the corporation, for a county alliance corporation.
(c) The governing body of a county to which a certificate evidencing the filing of the restated certificate of formation and the attached restated certificate of formation are delivered under Subsection (b)(5)(B)(ii) shall provide photocopies of the certificate evidencing the filing of the restated certificate of formation and the attached restated certificate of formation to each other member of the county alliance.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.314. EFFECT OF ISSUANCE OF CERTIFICATE EVIDENCING FILING OF RESTATED CERTIFICATE OF FORMATION.
On the issuance of the certificate evidencing the filing of the restated certificate of formation by the secretary of state:
(1) the original certificate of formation and all amendments to the original certificate of formation are superseded; and
(2) the restated certificate of formation becomes the certificate of formation of the corporation.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
SUBCHAPTER H. REGISTERED OFFICE AND AGENT; SERVICE OF PROCESS
Tex. LOC. GOV'T Code § 501.351. REGISTERED OFFICE AND AGENT.
(a) A corporation shall continuously maintain in this state a registered office and registered agent.
(b) A corporation's registered office may, but is not required to be, the same as the corporation's principal office.
(c) A corporation's registered agent may be:
(1) an individual who is a resident of this state and whose business office is the same as the corporation's registered office; or
(2) a domestic or foreign for-profit or nonprofit corporation that:
(A) is authorized to transact business or to conduct affairs in this state; and
(B) has a principal or business office that is the same as the corporation's registered office.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.352. CHANGE OF REGISTERED OFFICE OR AGENT.
(a) A corporation may change its registered office or registered agent by filing in the office of the secretary of state a statement declaring:
(1) the name of the corporation;
(2) the postal mailing address of the corporation's registered office at the time of filing;
(3) the postal address to which the registered office is to be changed, if the postal mailing address of the corporation's registered office is to be changed;
(4) the name of the corporation's registered agent at the time of filing;
(5) the name of the corporation's successor registered agent, if the corporation's registered agent is to be changed;
(6) that the postal mailing address of the corporation's registered office and the postal mailing address of the business office of the corporation's registered agent as changed will be the same; and
(7) that the change was authorized by:
(A) the corporation's board of directors; or
(B) an officer of the corporation authorized by the corporation's board of directors to make the change.
(b) Two originals of the statement shall be:
(1) executed on behalf of the corporation by the president or a vice president of the corporation;
(2) verified by the executing officer; and
(3) delivered to the secretary of state.
(c) If the secretary of state determines that the statement conforms to this section and on receipt of a $25 fee, the secretary of state shall:
(1) endorse the word "Filed" and the date of the filing on each original of the statement;
(2) file one of the original statements in the secretary of state's office; and
(3) return the other original statement to the corporation or the corporation's representative.
(d) A change made by the statement becomes effective on the filing of the statement by the secretary of state.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.353. RESIGNATION OF REGISTERED AGENT.
(a) A corporation's registered agent may resign by:
(1) giving written notice to the corporation at the corporation's last known address; and
(2) giving three originals of the written notice to the secretary of state not later than the 10th day after the date the notice is mailed or delivered to the corporation.
(b) The notice of resignation must include:
(1) the corporation's last known address;
(2) a statement that written notice of the resignation was given to the corporation; and
(3) the date on which the written notice of resignation was given to the corporation.
(c) If the secretary of state determines that the notice of resignation conforms to this section, the secretary of state shall:
(1) endorse the word "Filed" and the date of the filing on each original of the notice of resignation;
(2) file one of the original notices of resignation in the secretary of state's office;
(3) return one original notice of resignation to the resigning registered agent; and
(4) return one original notice of resignation to the corporation at the corporation's last known address shown in the notice.
(d) The appointment of a registered agent terminates on the 31st day after the date the secretary of state receives the notice of resignation that complies with this section.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.354. AGENTS FOR SERVICE.
(a) The president, each vice president, and the registered agent of a corporation are the corporation's agents on whom a process, notice, or demand required or permitted by law to be served on the corporation may be served.
(b) If a corporation does not appoint or maintain a registered agent in this state or if the corporation's registered agent cannot with reasonable diligence be found at the registered office, the secretary of state is an agent of the corporation on whom a process, notice, or demand described by Subsection (a) may be served.
(c) Service of a process, notice, or demand on the secretary of state is made by delivering two copies of the process, notice, or demand to the secretary of state, the deputy secretary of state, or a clerk in charge of the corporation department of the secretary of state's office. The secretary of state shall immediately forward by registered mail one copy of the process, notice, or demand to the corporation at the corporation's registered office.
(d) Service made on the secretary of state under this section is returnable not earlier than the 30th day after the date of service.
(e) The secretary of state shall keep a record of each process, notice, and demand served on the secretary of state under this subtitle and shall include in the record the time of the service and the secretary of state's action in response to the service.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
SUBCHAPTER I. ALTERATION OR TERMINATION OF CORPORATION
Tex. LOC. GOV'T Code § 501.401. ALTERATION OR TERMINATION BY AUTHORIZING UNIT.
(a) At any time a corporation's authorizing unit, in its sole discretion, may in accordance with this subtitle:
(1) alter the corporation's structure, organization, programs, or activities; or
(2) terminate the existence of the corporation.
(b) The authority of an authorizing unit under this section is limited only by the law of this state on the impairment of contracts entered into by the corporation.
(c) An authorizing unit may make an alteration or may terminate the corporation's existence only by a written resolution of the authorizing unit's governing body.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.402. TERMINATION OF CORPORATION ON COMPLETION OF PURPOSE.
The board of directors of a corporation, with the approval by written resolution of the corporation's authorizing unit, shall terminate the corporation's existence as provided by this subtitle if the board by resolution determines that:
(1) the purposes for which the corporation was formed have been substantially fulfilled; and
(2) all bonds issued by the corporation have been fully paid.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.403. EXECUTION OF CERTIFICATE OF TERMINATION.
A certificate of termination shall be executed:
(1) on behalf of the corporation by the president or a vice president of the corporation and by the secretary or an assistant secretary of the corporation; or
(2) by the presiding officer of the governing body of the corporation's authorizing unit and the secretary or clerk of the governing body.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.404. DELIVERY AND FILING OF CERTIFICATE OF TERMINATION.
(a) Three originals of the certificate of termination shall be delivered to the secretary of state.
(b) If the secretary of state determines that the certificate of termination conforms to this subtitle and on receipt of a $25 fee, the secretary of state shall:
(1) endorse the word "Filed" and the date of the filing on each original of the certificate of termination;
(2) file one of the original certificates of termination in the secretary of state's office;
(3) issue two certificates evidencing the filing of the certificate of termination;
(4) attach to each certificate evidencing the filing of the certificate of termination an original of the certificate of termination; and
(5) deliver a certificate evidencing the filing of the certificate of termination and the attached certificate of termination to:
(A) the representative of the terminated corporation; and
(B) the governing body of the terminated corporation's authorizing unit.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.405. EFFECT OF ISSUANCE OF CERTIFICATE EVIDENCING FILING OF CERTIFICATE OF TERMINATION.
The corporate existence ends on the issuance of the certificate evidencing the filing of the certificate of termination except for the purpose of:
(1) any suit or other proceeding; and
(2) appropriate corporate action by a director or officer under this subtitle.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.406. ASSETS ON TERMINATION.
On termination the title to all funds and property owned by the corporation is transferred to the corporation's authorizing unit.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
Tex. LOC. GOV'T Code § 501.407. TERMINATION WITH TRANSFER OF ASSETS TO TYPE A CORPORATION.
On approval of the governing bodies of each unit and corporation involved, a corporation that is not a Type A corporation may transfer all of the corporation's assets to a Type A corporation and terminate its existence as provided by this subtitle.
Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278 ), Sec. 3.01, eff. April 1, 2009.
SUBCHAPTER J. HURRICANE IKE DISASTER RELIEF
Tex. LOC. GOV'T Code § 501.451. APPLICABILITY.
This subchapter applies only to a corporation the creation of which was authorized by a unit wholly or partly located in the Hurricane Ike disaster area, as defined by Section 704, Heartland Disaster Tax Relief Act of 2008 (Pub. L. No. 110-343).
Added by Acts 2009, 81st Leg., R.S., Ch. 991 (H.B. 3854 ), Sec. 1, eff. June 19, 2009.
Tex. LOC. GOV'T Code § 501.452. PROJECTS RELATED TO HURRICANE IKE DISASTER AREA.
For a corporation to which this subchapter applies, in this subtitle, "project":
(1) includes an undertaking the costs of which are eligible to be paid from the proceeds of qualified Hurricane Ike disaster area bonds under Section 704, Heartland Disaster Tax Relief Act of 2008 (Pub. L. No. 110-343); and
(2) does not include:
(A) a qualified residential rental project, as defined by Section 142(d), Internal Revenue Code of 1986; or
(B) a project the costs of which are payable from qualified mortgage bonds, as defined by Section 143, Internal Revenue Code of 1986.
Added by Acts 2009, 81st Leg., R.S., Ch. 991 (H.B. 3854 ), Sec. 1, eff. June 19, 2009.
Tex. LOC. GOV'T Code § 501.453. PROJECTS NOT ADMINISTERED BY ECONOMIC DEVELOPMENT OFFICE.
A project authorized under this subchapter and bonds issued to pay all or part of the cost of a project under this subchapter are not subject to the requirements of Subchapter F.
Added by Acts 2009, 81st Leg., R.S., Ch. 991 (H.B. 3854 ), Sec. 1, eff. June 19, 2009.