Texas Business and Commerce Code 71.102 – Contents of Certificate
Terms Used In Texas Business and Commerce Code 71.102
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
The certificate must state:
(1) the assumed name under which the business is or is to be conducted or the professional service is or is to be rendered;
(2) the registrant’s name as stated in the registrant’s certificate of formation or application filed with the office of the secretary of state or other comparable document, except that:
(A) if the registrant is a limited liability company that is filing under an assumed name used by a protected series of the limited liability company, the certificate must state the name of that protected series as stated in the company agreement of the limited liability company and the name of the limited liability company as stated in the company’s certificate of formation; or
(B) if the registrant is a registered series of a limited liability company, the certificate must state the registrant’s name as stated in its certificate of registered series and the name of the limited liability company as stated in the company’s certificate of formation;
(3) the state, country, or other jurisdiction under the laws of which the registrant was formed, incorporated, or organized;
(4) the period, not to exceed 10 years, during which the registrant will use the assumed name;
(5) a statement specifying that the registrant is:
(A) a for-profit corporation, nonprofit corporation, professional corporation, professional association, or other type of corporation;
(B) a limited partnership, limited liability partnership, limited liability company, or registered series of a limited liability company; or
(C) another type of incorporated business, professional or other association, or legal entity, foreign or domestic;
(6) the street or mailing address of the registrant’s principal office in this state or outside this state, as applicable; and
(7) the county or counties in this state where the registrant is or will be conducting business or rendering professional services under the assumed name.