Texas Business Organizations Code 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 the governmental entity, the secretary of state may, in the secretary’s reasonable discretion and after consultation with the attorney general, determine not later than the 30th day after the date of the secretary’s acceptance of a filing instrument that a filing entity’s or a foreign filing entity‘s name falsely implies an affiliation with a governmental entity in violation of § 5.064.
(b) If the secretary of state determines under Subsection (a) that a filing entity’s or foreign filing entity’s name falsely implies an affiliation with a governmental entity, the secretary of state shall notify the entity in writing of the determination. The secretary of state shall provide the filing entity or foreign filing entity an opportunity to respond to the notice not later than the 60th day after the date of the notice, including through the submission of documentation verifying that the entity is affiliated with the governmental entity or by demonstrating that the entity’s name does not falsely imply affiliation with the governmental entity. The secretary of state shall make a final determination, based on the filing entity’s or foreign filing entity’s response, as to whether or not the entity’s name falsely implies an affiliation with a governmental entity.
Terms Used In Texas Business Organizations Code 5.065
- Business: means a trade, occupation, profession, or other commercial activity. See Texas Business Organizations Code 1.002
- Entity: means a domestic entity or foreign entity. See Texas Business Organizations Code 1.002
- Filing entity: means a domestic entity that is a corporation, limited partnership, limited liability company, professional association, cooperative, or real estate investment trust. See Texas Business Organizations Code 1.002
- Filing instrument: means an instrument, document, consent, or statement that is required or authorized by this code to be filed by or for an entity with the filing officer in accordance with Chapter 4. See Texas Business Organizations Code 1.002
- Foreign: means , with respect to an entity, that the entity is formed under, and the entity's internal affairs are governed by, the laws of a jurisdiction other than this state. See Texas Business Organizations Code 1.002
- Foreign filing entity: means a foreign entity, other than a foreign limited liability partnership, that registers or is required to register as a foreign entity under Chapter 9. See Texas Business Organizations Code 1.002
- in writing: includes any representation of words, letters, or figures, whether by writing, printing, or other means. See Texas Government Code 312.011
- Secretary: means the:
(A) individual designated as secretary of an entity under the entity's governing documents; or
(B) officer or committee of persons authorized to perform the functions of secretary of an entity without regard to the designated name of the officer or committee. See Texas Business Organizations Code 1.002 - written: means an expression of words, letters, characters, numbers, symbols, figures, or other textual information that is inscribed on a tangible medium or that is stored in an electronic or other medium that is retrievable in a perceivable form. See Texas Business Organizations Code 1.002
(c) After making a final determination based on the filing entity’s or foreign filing entity’s response under Subsection (b), the secretary of state shall notify the filing entity or foreign filing entity of the secretary’s final determination. If the entity does not timely respond to notice provided to the entity under Subsection (b), the secretary’s initial determination becomes final. If the secretary of state finally determines that the filing entity’s or foreign filing entity’s name falsely implies an affiliation with a governmental entity, not later than the 90th day after the date the secretary of state sends the notification required by Subsection (b), the entity shall:
(1) cease transacting business or operating under that name in this state; and
(2) file with the secretary of state the applicable instrument to amend the entity’s name as shown in the records of the secretary of state.
(d) If a filing entity or a foreign filing entity fails to take the action required by Subsection (c)(2), the secretary of state shall notify the attorney general of the entity’s failure to file the applicable filing instrument.
(e) The attorney general may bring an action in the name of the state for injunctive relief to require compliance with this section.
(f) An action under this section may be brought in a district court in Travis County.
(g) The attorney general may recover reasonable expenses incurred in obtaining injunctive relief under this section, including court costs, reasonable attorney’s fees, and investigatory costs.
(h) The secretary of state shall adopt rules and prescribe procedures to implement this section.