Texas Business and Commerce Code 302.152 – Disclosure of Certain Convictions, Pleas, Judgments, Orders, Bankruptcies, and Reorganizations
(a) With respect to the seller and each person identified under § 302.151(11) or (13), a registration statement must identify each person:
(1) who has been convicted of or pleaded nolo contendere to:
(A) an offense involving an alleged violation of this chapter; or
(B) fraud, theft, embezzlement, fraudulent conversion, or misappropriation of property;
(2) against whom a final judgment or order has been entered in a civil or administrative action, including a stipulated judgment or order, in which the complaint or petition alleged:
(A) acts constituting:
(i) a violation of this chapter; or
(ii) fraud, theft, embezzlement, fraudulent conversion, or misappropriation of property;
(B) the use of false or misleading representations in an attempt to sell or otherwise dispose of property; or
(C) the use of unfair, unlawful, or deceptive business practices;
(3) who is subject to an injunction or restrictive court order relating to business activity as the result of an action brought by a federal, state, or local public agency, including an action affecting a vocational license; or
(4) who, during the previous seven tax years:
(A) has filed in bankruptcy;
(B) has been adjudged a bankrupt;
(C) has been reorganized because of insolvency; or
(D) has been a principal, director, officer, trustee, or general or limited partner of, or had management responsibilities for, a corporation, partnership, joint venture, or other business entity that has filed in bankruptcy, been adjudged a bankrupt, or been reorganized because of insolvency while the person held that position or on or before the first anniversary of the date on which the person last held that position.
(b) For each person identified under Subsection (a)(1), (2), or (3), the statement must disclose:
(1) the court that received the plea of nolo contendere or the court or administrative agency that rendered the conviction, judgment, or order;
(2) the docket number of the matter;
(3) the date the plea of nolo contendere was received or the date of the conviction, judgment, or order; and
(4) the name of any government agency that brought the action resulting in the plea or the conviction, judgment, or order.
Terms Used In Texas Business and Commerce Code 302.152
- Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
- Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
- Conviction: A judgement of guilt against a criminal defendant.
- 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.
- Docket: A log containing brief entries of court proceedings.
- Embezzlement: In most states, embezzlement is defined as theft/larceny of assets (money or property) by a person in a position of trust or responsibility over those assets. Embezzlement typically occurs in the employment and corporate settings. Source: OCC
- Fraud: Intentional deception resulting in injury to another.
- Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
- 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.
- Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
- 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.
- Person: includes corporation, organization, government or governmental subdivision or agency, business trust, estate, trust, partnership, association, and any other legal entity. See Texas Government Code 311.005
- Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
- Property: means real and personal property. See Texas Government Code 311.005
- Trustee: A person or institution holding and administering property in trust.
(c) For each person identified under Subsection (a)(4), the statement must disclose:
(1) the name and location of the person filing in bankruptcy, adjudged a bankrupt, or reorganized because of insolvency;
(2) the date of the filing, judgment, or reorganization order;
(3) the court having jurisdiction; and
(4) the docket number of the matter.