SB 2697

relating to the revival of a filing entity's corporate privileges
and the reinstatement of the entity's certificate of formation
following certain forfeitures under the Tax Code.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
SECTION 1.  The heading to Section 11.254, Business
Organizations Code, is amended to read as follows:
Sec. 11.254.  EFFECT OF REVIVAL AND REINSTATEMENT [OF
CERTIFICATE OF FORMATION] FOLLOWING [TAX] FORFEITURE OF FILING
SECTION 2.  Sections 11.254(a) and (b), Business
Organizations Code, are amended to read as follows:
(a)  A filing entity whose corporate privileges are
[certificate of formation has been] forfeited under the provisions
of the Tax Code for failure to file a report or pay a tax or penalty
must follow the procedures in the Tax Code to revive those
privileges and, if applicable, reinstate the filing entity's [its]
certificate of formation.  A filing entity whose privileges are
revived and whose certificate of formation is reinstated under the
provisions of the Tax Code is considered to have continued in
existence without interruption from the date of forfeiture.
(b)  The revival of a filing entity's corporate privileges or
the reinstatement of a filing entity's certificate of formation
after its forfeiture has no effect on any issue of the personal
liability of the governing persons, officers, or agents of the
filing entity during the period between the date the privileges
were forfeited and the date the privileges were reinstated
[forfeiture and reinstatement of the certificate of formation].
SECTION 3.  This Act takes effect September 1, 2025.