Texas Business and Commerce Code 302.151 – Disclosure of Certain Names, Addresses, Telephone Numbers, and Organizational Information
Terms Used In Texas Business and Commerce Code 302.151
- 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.
- 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
- Service of process: The service of writs or summonses to the appropriate party.
A registration statement must contain:
(1) the seller’s name and, if different from the seller’s name, the name under which the seller is transacting or intends to transact business;
(2) the name of each parent and affiliated organization of the seller that:
(A) will transact business with a purchaser relating to sales solicited by the seller; or
(B) accepts responsibility for statements made by, or acts of, the seller relating to sales solicited by the seller;
(3) the seller’s:
(A) form of business; and
(B) place of organization;
(4) for a seller who is a corporation, a copy of the seller’s certificate of formation and bylaws;
(5) for a seller who is a partnership, a copy of the partnership agreement;
(6) for a seller who is operating under an assumed business name, the location where the assumed name has been registered;
(7) for any parent or affiliated organization disclosed under Subdivision (2), the applicable information that is required of a seller under Subdivisions (3) through (6);
(8) the complete street address of each location of the seller, designating the principal location from which the seller will be transacting business;
(9) if the principal business location of the seller is not in this state, a designation of the seller’s main location in this state;
(10) a listing of each telephone number to be used by the seller and the address where each telephone using the number is located;
(11) the name and title of each of the seller’s officers, directors, trustees, general and limited partners, and owners, as applicable, and the name of each of those persons who has management responsibilities in connection with the seller’s business activities;
(12) for each person whose name is disclosed under Subdivision (11) and for each seller who is a sole proprietor:
(A) the complete address of the person’s principal residence;
(B) the person’s date of birth; and
(C) the number of and state that issued the person’s driver’s license;
(13) the name and principal residence address of each person the seller leaves in charge at each location from which the seller transacts business in this state and the business location at which each of those persons is or will be in charge;
(14) the name and principal residence address of each salesperson who solicits on the seller’s behalf or a copy of the “Employer’s Quarterly Report” for employee wages the seller files with the Texas Workforce Commission and the name the salesperson uses while soliciting;
(15) the name and address of the seller’s agent in this state, other than the secretary of state, who is authorized to receive service of process; and
(16) the name and address of each financial institution with which the seller makes banking or similar monetary transactions and the identification number of each of the seller’s accounts in each institution.