Texas Business Organizations Code - Section 153.052. Discretionary Amendment To Certificate Of Formation
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Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Section 153.052. Discretionary Amendment To Certificate Of Formation
§ 153.052. DISCRETIONARY AMENDMENT TO CERTIFICATE OF
FORMATION. (a) A certificate of formation may be amended at any
time for a proper purpose as determined by the general partners.
(b) A certificate of formation may be amended to state the
name, mailing address, and street address of the business or
residence of each person winding up the limited partnership's
affairs if, after an event requiring the winding up of a limited
partnership but before the limited partnership is reconstituted or
a certificate of termination is filed as provided by Section
153.451:
(1) the certificate of formation has been amended to
reflect the withdrawal of all general partners; or
(2) a person who is not shown on the certificate of
formation as a general partner is carrying out the winding up of a
limited partnership's affairs.
(c) If the certificate of formation is amended under
Subsection (b), each person winding up the limited partnership's
affairs shall execute and file the certificate of amendment. A
person winding up the partnership's affairs is not subject to
liability as a general partner because of the filing of the
certificate of amendment.
(d) A general partner who is not winding up the limited
partnership's affairs is not required to execute and file a
certificate of amendment as provided by this section.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. Amended by
Acts 2005, 79th Leg., ch. 64, § 85, eff. Jan. 1, 2006.
Section: 152.914 153.001 153.002 153.003 153.004 153.005 153.051 153.052 153.053 153.101 153.102 153.103 153.104 153.105 153.106
Last modified: August 11, 2007
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