HBA-CCH H.B. 2187 77(R) BILL ANALYSIS Office of House Bill AnalysisH.B. 2187 By: Davis, Yvonne Business & Industry 3/29/2001 Introduced BACKGROUND AND PURPOSE Out-of-state corporations that conduct business in Texas must register with the secretary of state and secure a registered agent. The registered agent serves as the corporation's representative in the event that a customer files a complaint or needs product liability information. Problems arise when out-of-state corporations cease to conduct business in Texas or change registered agents without notifying the secretary of state. Customers may have difficulty locating the corporation and, under current law, the secretary of state can only penalize a corporation by canceling the corporation's charter, which is an impractical penalty for a corporation that no longer conducts business in Texas. House Bill 2187 imposes a civil penalty on out-of-state corporations that cease business activities or change registered agents without notifying the secretary of state. RULEMAKING AUTHORITY It is the opinion of the Office of House Bill Analysis that this bill does not expressly delegate any additional rulemaking authority to a state officer, department, agency, or institution. ANALYSIS House Bill 2187 amends the Government Code to provide that a person who is required to file a change of principal office in Texas or another state, a change of registered office or agent, or a certificate of withdrawal with the secretary of state commits an offense if the person does not file before the earlier of the 11th day after the date of the change or withdrawal, or the date the filing is otherwise required by law. H.B. 2187 provides that a person who violates this provision is liable to the state for a civil penalty in an amount not to exceed $10,000 for each violation. The attorney general or the prosecuting attorney in the county in which the violation occurs may bring suit to recover the civil penalty. The bill also authorizes the attorney general to bring an action in the name of the state to restrain or enjoin a person from violating this provision. EFFECTIVE DATE September 1, 2001.