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Texas Business Organizations Code - Chapter 153 Limited PartnershipsLegal Research Home > Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Chapter 153 Limited Partnerships In this chapter, "other limited partnership provisions" means the provisions of Title 1 and Chapters 151 and 154, to the extent applicable to limited partnerships. ... (a) This chapter and the other limited partnership provisions shall be applied and construed to effect its general purpose to make uniform the law with ... (a) Except as provided by Subsection (b), in a case not provided for by this chapter and the other limited partnership provisions, the provisions of ... (a) Except as provided by this section, the following provisions of Title 1 may not be waived or modified in the partnership agreement of a ... A provision in this title or in that part of Title 1 applicable to a limited partnership that grants a right to a person, other ... (a) A general partner shall file a certificate of amendment reflecting the occurrence of one or more of the following events not later than the ... (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 ... (a) The general partners may adopt at any time a restated certificate of formation that does not contain an amendment to the certificate of formation. ... (a) In connection with the formation of a limited partnership, a person acquiring a limited partnership interest becomes a limited partner on the later of: ... (a) A limited partner is not liable for the obligations of a limited partnership unless: (1) the limited partner is also a general partner; or ... For purposes of this section and Sections 153.102, 153.104, and 153.105, a limited partner does not participate in the control of the business because the ... The enumeration in Section 153.103 does not mean that a limited partner who has acted or acts in another capacity or possesses or exercises another ... Sections 153.103 and 153.104 do not create rights of limited partners. Rights of limited partners may be created only by: (1) the certificate of formation; ... Except as provided by Section 153.109, a person who erroneously but in good faith believes that the person has made a contribution to and has ... (a) A written statement filed under Section 153.106(2) must be entitled "Filing under Section 153.106(2), Business Organizations Code," and contain: (1) the name of the ... (a) If a certificate described by Section 153.106(1) has not been filed before the expiration of the 180-day period described by Section 153.107(b), the person ... Regardless of whether Sections 153.106, 153.107, and 153.108 apply, a person who makes a contribution in the circumstances described by Section 153.106 is liable as ... A limited partner may withdraw from a limited partnership only at the time or on the occurrence of an event specified in a written partnership ... Except as otherwise provided by Section 153.210 or the partnership agreement, on withdrawal a withdrawing limited partner is entitled to receive, not later than a ... A limited partner who receives a distribution that is not permitted under Section 153.210 is not required to return the distribution unless the limited partner ... If a limited partner who is an individual dies or a court adjudges the limited partner to be incapacitated in managing the limited partner's person ... (a) After a limited partnership is formed, additional general partners may be admitted: (1) in the manner provided by a written partnership agreement; or (2) ... (a) Except as provided by this chapter, the other limited partnership provisions, or a partnership agreement, a general partner of a limited partnership: (1) has ... A person who is both a general partner and a limited partner: (1) has the rights and powers and is subject to the restrictions and ... A general partner of a limited partnership may make a contribution to, be allocated profits and losses of, and receive a distribution from the limited ... (a) A person ceases to be a general partner of a limited partnership on the occurrence of one or more of the following events of ... A general partner who is subject to an event that with the passage of the specified period becomes an event of withdrawal under Section 153.155(a)(4) ... Unless otherwise provided by the partnership agreement, a withdrawal by a general partner of a partnership for a definite term or particular undertaking before the ... (a) Unless otherwise provided by a written partnership agreement and subject to the liability created under Section 153.162, if a general partner ceases to be ... If the partners convert the partnership interest under Section 153.158(a)(1), the limited partnership interest may be reduced pro rata with all other partners to provide ... (a) After an amendment to the certificate of formation reflecting the general partner's withdrawal as a general partner is filed under Section 153.051, the withdrawing ... (a) Unless otherwise provided by a written partnership agreement and subject to the liability created under Section 153.162, a general partner who ceases to be ... (a) If a general partner's withdrawal from a limited partnership violates the partnership agreement, the partnership may recover damages from the withdrawing general partner for ... The contribution of a partner may consist of a tangible or intangible benefit to the limited partnership or other property of any kind or nature, ... (a) A promise by a limited partner to make a contribution to, or pay cash or transfer other property to, a limited partnership is not ... Unless otherwise provided by the partnership agreement, the obligation of a partner or the legal representative or successor of a partner to make a contribution, ... (a) Notwithstanding a compromise or release under Section 153.203, a creditor of a limited partnership who extends credit or otherwise acts in reasonable reliance on ... (a) An obligation of a limited partner of a limited partnership that is subject to a condition may be enforced by the partnership creditor described ... (a) The profits and losses of a limited partnership shall be allocated among the partners in the manner provided by a written partnership agreement. (b) ... Subject to Section 153.210, when a partner becomes entitled to receive a distribution, the partner has with respect to the distribution the status of and ... (a) A distribution of cash or another asset of a limited partnership shall be made to a partner in the manner provided by a written ... Except as otherwise provided by this section and Section 153.210, a partner is entitled to receive a distribution from a limited partnership to the extent ... A limited partnership may not make a distribution to a partner if, immediately after giving effect to the distribution and despite any compromise of a ... (a) Except as otherwise provided by the partnership agreement, a partnership interest is assignable wholly or partly. (b) Except as otherwise provided by the partnership ... (a) Except as otherwise provided by the partnership agreement, until the assignee becomes a partner, the assignor partner continues to be a partner in the ... (a) An assignee of a partnership interest, including the partnership interest of a general partner, may become a limited partner if and to the extent ... (a) Until an assignee of the partnership interest in a limited partnership becomes a partner, the assignee does not have liability as a partner solely ... Regardless of whether an assignee of a partnership interest becomes a limited partner, the assignor is not released from the assignor's liability to the limited ... (a) On application to a court by a judgment creditor of a partner or other owner of a partnership interest, the court may: (1) charge ... Section 153.256 does not deprive a partner of the benefit of an exemption law applicable to that partner's partnership interest. Acts 2003, 78th Leg., ch. ... The secretary of state may require a domestic limited partnership or a foreign limited partnership registered to transact business in this state to file a ... (a) The report must: (1) include: (A) the name of the limited partnership; (B) the state or territory under the laws of which the limited ... The filing fee for the report is as provided by Chapter 4. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. ... The report must be delivered to the secretary of state not later than the 30th day after the date on which notice is mailed under ... (a) The secretary of state shall send a notice that the report required by Section 153.301 is due. (b) The notice must be: (1) addressed ... (a) If the secretary of state finds that the report complies with this subchapter, the secretary shall: (1) accept the report for filing; (2) acknowledge ... (a) A domestic or foreign limited partnership that fails to file a report under Section 153.301 when the report is due forfeits the limited partnership's ... Notice of the forfeiture under Section 153.307 shall be mailed to the limited partnership at: (1) the registered office of the limited partnership; (2) the ... (a) Unless the right of the limited partnership to transact business is revived in accordance with Section 153.310: (1) the limited partnership may not maintain ... (a) A limited partnership that forfeits the right to transact business in this state as provided by Section 153.309 may be relieved from the forfeiture ... (a) The secretary of state may cancel the certificate of formation of a domestic limited partnership, or the registration of a foreign limited partnership, if ... (a) A limited partnership the certificate of formation or registration of which has been canceled as provided by Section 153.311 may be relieved of the ... A limited partnership is a limited liability partnership and a limited partnership if the partnership: (1) registers as a limited liability partnership: (A) as permitted ... For purposes of applying Section 152.802 to a limited partnership: (1) an application to become a limited liability partnership or to withdraw a registration must ... If a limited partnership is a limited liability partnership, Section 152.801 applies to a general partner and to a limited partner who is liable under ... A limited partner may bring an action in a court on behalf of the limited partnership to recover a judgment in the limited partnership's favor ... In a derivative action, the plaintiff must be a limited partner when the action is brought and: (1) the person must have been a limited ... In a derivative action, the complaint must contain with particularity: (1) the effort, if any, of the plaintiff to secure initiation of the action by ... (a) In a derivative action, the court may require the plaintiff to give security for the reasonable expenses incurred or expected to be incurred by ... If a derivative action is successful, wholly or partly, or if anything is received by the plaintiff because of a judgment, compromise, or settlement of ... (a) A certificate of formation shall be canceled by filing a certificate of termination with the secretary of state in accordance with Chapter 4: (1) ... A certificate of termination must contain: (1) the name of the limited partnership; (2) the date of the filing of the partnership's certificate of formation; ... (a) The limited partnership may cancel an event requiring winding up as specified in Section 11.051(1) or (3) if, not later than the 90th day ... (a) Except as provided by the partnership agreement, the winding up of the partnership's affairs shall be accomplished by: (1) the general partners; (2) if ... (a) After an event requiring the winding up of a limited partnership and until the filing of a certificate of termination as provided by Sections ... On the winding up of a limited partnership, its assets shall be paid or transferred as follows: (1) to the extent otherwise permitted by law, ... (a) A domestic limited partnership shall maintain the following records in its principal office in the United States or make the records available in that ... (a) On written request stating a proper purpose, a partner or an assignee of a partnership interest may examine and copy, in person or through ... (a) Each certificate required by this code to be filed by a limited partnership with the secretary of state shall be executed as follows: (1) ... (a) If a person fails or refuses to execute or file a certificate as required by this chapter or Title 1 or to execute a ... The following transfer relating to a limited partnership is not a prohibited transfer that violates Section 6.12(a), Texas Racing Act (Article 179e, Vernon's Texas Civil ... Texas Lawyers
Last modified: August 10, 2007 |