Texas Business Organizations Code Title 4, Chapter 153 - Limited Partnerships

SUBCHAPTER A GENERAL PROVISIONS

• Texas Section 153.001 - Definition
  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....
• Texas Section 153.002 - Construction
  (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...
• Texas Section 153.003 - Applicability Of Other Laws
  (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...
• Texas Section 153.004 - Nonwaivable Title 1 Provisions
  (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...

SUBCHAPTER B SUPPLEMENTAL PROVISIONS REGARDING AMENDMENT TO CERTIFICATE OF FORMATION

• Texas Section 153.005 - Waiver Or Modification Of Rights Of Third Parties
  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...
• Texas Section 153.051 - Required Amendment To Certificate Of Formation
  (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...

SUBCHAPTER C LIMITED PARTNERS

• Texas Section 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...
• Texas Section 153.101 - Admission Of Limited Partners
  (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:...
• Texas Section 153.102 - Liability To Third Parties
  (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...
• Texas Section 153.103 - Actions Not Constituting Participation In Business For Liability Purposes
  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...
• Texas Section 153.104 - Enumeration Of Actions Not Exclusive
  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...
• Texas Section 153.105 - Creation Of Rights
  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;...
• Texas Section 153.106 - Erroneous Belief Of Contributor Being Limited Partner
  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...
• Texas Section 153.107 - Statement Required For Liability Protection
  (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...
• Texas Section 153.108 - Requirements For Liability Protection Following Expiration Of Statement
  (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...
• Texas Section 153.109 - Liability Of Erroneous Contributor
  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...
• Texas Section 153.110 - Withdrawal Of Limited Partner
  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...
• Texas Section 153.111 - Distribution On Withdrawal
  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...
• Texas Section 153.112 - Receipt Of Wrongful Distribution
  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...

SUBCHAPTER D GENERAL PARTNERS

• Texas Section 153.113 - Powers Of Estate Of Limited Partner Who Is Deceased Or Incapacitated
  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...
• Texas Section 153.151 - Admission Of General Partners
  (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)...
• Texas Section 153.152 - General Powers And Liabilities Of General Partner
  (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...
• Texas Section 153.153 - Powers And Liabilities Of Person Who Is Both General Partner And Limited Partner
  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...
• Texas Section 153.154 - Contributions By And Distributions To General Partner
  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...
• Texas Section 153.155 - Withdrawal Of General Partner
  (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...
• Texas Section 153.156 - Notice Of Event Of Withdrawal
  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)...
• Texas Section 153.157 - Withdrawal Of General Partner In Violation Of Partnership Agreement
  Unless otherwise provided by the partnership agreement, a withdrawal by a general partner of a partnership having a period of duration or for a particular...
• Texas Section 153.158 - Effect Of Withdrawal
  (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...
• Texas Section 153.159 - Conversion Of Partnership Interest After Withdrawal
  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...
• Texas Section 153.160 - Effect Of Conversion Of Partnership Interest
  (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...
• Texas Section 153.161 - Liability Of General Partner For Debt Incurred After Event Of Withdrawal
  (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...

SUBCHAPTER E FINANCES

• Texas Section 153.162 - Liability For Wrongful Withdrawal
  (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...
• Texas Section 153.201 - Form Of Contribution
  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,...
• Texas Section 153.202 - Enforceability Of Promise To Make Contribution
  (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...
• Texas Section 153.203 - Release Of Obligation To Partnership
  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,...
• Texas Section 153.204 - Enforceability Of Obligation
  (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...
• Texas Section 153.205 - Requirements To Enforce Conditional Obligation
  (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...
• Texas Section 153.206 - Allocation Of Profits And Losses
  (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)...
• Texas Section 153.207 - Right To Distribution
  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...
• Texas Section 153.208 - Sharing Of Distributions
  (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...
• Texas Section 153.209 - Interim Distributions
  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...

SUBCHAPTER F PARTNERSHIP INTEREST

• Texas Section 153.210 - Limitation On Distribution
  (a) Unless the distribution is made in compliance with Chapter 11, a limited partnership may not make a distribution to a partner if, immediately after...
• Texas Section 153.251 - Assignment Of Partnership Interest
  (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...
• Texas Section 153.252 - Rights Of Assignor
  (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...
• Texas Section 153.253 - Rights Of Assignee
  (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...
• Texas Section 153.254 - Liability Of Assignee
  (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...
• Texas Section 153.255 - Liability Of Assignor
  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...
• Texas Section 153.256 - Partner's Partnership Interest Subject To Charging Order
  (a) On application by a judgment creditor of a partner or of any other owner of a partnership interest, a court having jurisdiction may charge...

SUBCHAPTER G REPORTS

• Texas Section 153.257 - Exemption Laws Applicable To Partnership Interest Not Affected
  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....
• Texas Section 153.301 - Periodic Report
  The secretary of state may require a domestic limited partnership or a foreign limited partnership registered to transact business in this state that is not...
• Texas Section 153.302 - Form And Contents Of Report
  (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...
• Texas Section 153.303 - Filing Fee
  The filing fee for the report is as provided by Chapter 4. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
• Texas Section 153.304 - Delivery Of Report
  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...
• Texas Section 153.305 - Action By Secretary Of State
  (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...
• Texas Section 153.306 - Effect Of Filing Report
  (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...
• Texas Section 153.307 - Effect Of Failure To File Report
  (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...
• Texas Section 153.308 - Notice Of Forfeiture Of Right To Transact Business
  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...
• Texas Section 153.309 - Effect Of Forfeiture Of Right To Transact Business
  (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...
• Texas Section 153.310 - Revival Of Right To Transact Business
  (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...
• Texas Section 153.311 - Termination Of Certificate Or Revocation Of Registration After Forfeiture
  (a) The secretary of state may terminate the certificate of formation of a domestic limited partnership, or revoke the registration of a foreign limited partnership,...

SUBCHAPTER H LIMITED PARTNERSHIP AS LIMITED LIABILITY PARTNERSHIP

• Texas Section 153.312 - Reinstatement Of Certificate Of Formation Or Registration
  (a) A limited partnership the certificate of formation or registration of which has been terminated or revoked as provided by Section 153.311 may be relieved...
• Texas Section 153.351 - Requirements
  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...
• Texas Section 153.352 - Applicability Of Other Requirements
  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...

SUBCHAPTER I DERIVATIVE ACTIONS

• Texas Section 153.353 - Law Applicable To Partners
  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...
• Texas Section 153.401 - Right To Bring Action
  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...
• Texas Section 153.402 - Proper Plaintiff
  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...
• Texas Section 153.403 - Pleading
  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...
• Texas Section 153.404 - Security For Expenses Of Defendants
  (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...

SUBCHAPTER K SUPPLEMENTAL WINDING UP AND TERMINATION PROVISIONS

• Texas Section 153.405 - Expenses Of Plaintiff
  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...
• Texas Section 153.501 - Cancellation Or Revocation Of Event Requiring Winding Up; Continuation Of Business
  (a) The limited partnership may cancel under Section 11.152 an event requiring winding up arising from the expiration of its period of duration as specified...
• Texas Section 153.502 - Winding Up Procedures
  (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...
• Texas Section 153.503 - Powers Of Person Conducting Wind Up
  (a) After the occurrence of an event requiring winding up of a limited partnership and until the filing of a certificate of termination as provided...
• Texas Section 153.504 - Disposition Of Assets
  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,...

SUBCHAPTER L MISCELLANEOUS PROVISIONS

• Texas Section 153.505 - Approval Of Reinstatement
  To approve a reinstatement of a limited partnership under Section 11.202, all of the remaining partners, or another group or percentage of partners as specified...
• Texas Section 153.551 - Records
  (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...
• Texas Section 153.552 - Examination Of Records And Information
  (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...
• Texas Section 153.553 - Execution Of Filings
  (a) Except as provided by Subsection (a-1), a filing instrument required by this code to be filed by a limited partnership with the secretary of...
• Texas Section 153.554 - Execution, Amendment, Or Cancellation By Judicial Order
  (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...
• Texas Section 153.555 - Permitted Transfer In Connection With Racetrack License
  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...

Last modified: September 28, 2016