H.B. 1787 amends Chapter 5 of the Texas Business Organizations Code (TBOC) to create new requirements for obtaining the prior consent of a registered agent to serve in the capacity on behalf of a “represented entity.” The changes apply to all domestic and foreign filing entities, as well as other entities governed in whole or in part by the TBOC. The appointment of a registered agent in a filing is an affirmation that the person named as registered agent has consented to serve in that capacity. Following a sale of a majority of the outstanding ownership or membership interests of a represented entity, the registered agent’s continuation of service is an affirmation by the entity’s governing authority that it has verified that the registered agent has consented to continue to serve in that capacity. Consent of an individual or organization to serve as the registered agent must be set forth in written or electronic form to be developed by the Texas Secretary of State.
A registered agent appointed without consent may terminate such appointment by filing a “statement of rejection of appointment” with the Texas Secretary of State. The only duties of a registered agent are (a) to receive or accept and forward to the represented entity at its most recently provided address, or otherwise notify the represented entity at that address, regarding any process, notice, or demand that is served on or received by the registered agent, and (b) to provide the notices required or permitted by law to be given to the represented agent to the most recently provided address. The general rules concerning civil and criminal liability contained in TBOC Sections 4.007 and 4.008 also apply with respect to a false statement in a filing that names a person as registered agent without the person’s consent. A registered agent is not liable for the debts, liabilities, or obligations of the represented entity. A registered agent appointed without consent may not be held liable under any judgment, decree, or order, or in any other manner, for a debt, obligation, or liability of the represented entity or to the represented entity or to a person who reasonably relied on the unauthorized appointment solely because of a failure to perform the duties of a registered agent.