THEATTORNEY GENERAL 

OFTEXAB * 

AUOWIN.TNSAE lS7ll 

April 23, 1975 

The .Honorable Robert E. Stewart 

Commirrionar 

Depertment of Banking 

John H. Reagan State Office Bldg. 

Aurtin, T-r ‘70701 

Opinion No. *‘St39 

Re: Maximum rate of interest 

which may be charged on a 

loan to l pertnerrhip compored 

rolely of two corporations. 

, Dear Com@rrioner Stewart: 

You have requeoted our opinion regarding the meximum rate of 

intereet whichmay be cherged on e loen to a prtnerehip compored of 

two corporatiomrt Article 16, rection 11 of the Texer Conrtitution 

provide8 t&t: 

. . . in the ebsence of lcgirletion fixing maximum 

r8tes of interert all contractr for l greeter rete of 

interert than ten per centum (10%) per 8nnum &all 

be deemed ururioua . . . 

Under article 5069-l. 02, the maximum rete of interert on l ny lan il 

limited to ten percent per annum unle## euch rete ia otherriae fixed by 

18W. Article 1302-2.09, however, provida an exception to the rule 

where the debtor ie l corporetion: 

. . . corporation8 . . . mey agree to end rtipulete 

for eny rete of interert ea ouch corporetion may 

determine, not tbcrxceed one and one-helf percent 

(1 l/2%) per month, on l ny . . . debt . . . or other 

obligetion of much corporation , . . , end in much 

inrtencem, the cleim or defenre of uwry by ruch 

corporation, itm l uc c ea a o r‘guerentorr, s, aarignm 

or anyone on itm beNlf io prohibited . . . 

p. 2629 
. . 

The Honorable Robert E. Shwrrt page 2 (H-589) 

You 8rk whether a partnership composed solely of two corporrtiibnr 

m8y be deemed a “corporation” for purpoeer of article 1302-2.09, 

a0 ae to qu8lify for l loan at l rats of interaat in exceee of ten percent 

per rnnuni. 

By i 1973 amendment to the Texae Buainere Corporatidn Act, 

every corporation WIT granted the authority: 

[t]o be en orgrnieer, partner, member, arrociate: 

o.r mana@er of any partnerrhip. . . . Tex. Buti. 

C&p; Act, art. 2.02A(lg). 

It ie therefore clear that two corporetionr may form a partnerrhip purnuant 

to Texam law. 

Although the Texae Uniform Partnerrhip Act provides that “[a]11 

partnera Are liable jointly and severally for all debtr and obligations 

of the partnership, ” article 6132(b), rection 15, V. T. C. S. , it ir aleo 

true tbat the partnerehip itrelf ir liable for itr own debts. Rule 28, 

Texar Ruler of.Civil Procedure, grrntr to l ny partnerrhip the authority 

to: 

. . . sue or be sued in ita own partnership . . . 

name for the purpose ,of enforcing for or againrt 

it a rubrtantive right. 

Furtherm,ofe, erticle 2223, V. T. C. S., provider that, in canon where a 

suit ir brought: 

. . ” . against reveral partnero jointly indebted 

upon contract . . . judgment may be rendered 

therein l gainrt euch partnerrhip and l gainrt 

the pertnere actually served. . . . 

According to one court, the effect of Rule 28: 

* . . ie to treet the partnermhip ee a legal entity, 

at leert to the extent that 8 judgment may be obtained 

by it or a judgment may be enforced againrt it. 

. Johaaon v. Pioneer Mortgage Co., 264 S. W. td 761 

(Tex. Civ. App. --El Paro 1954, writ dirm’d.) 

p. 2630 
The Honor8ble Robert E. Stewart page 3 (H- 589) 

We h8ve diecovered no caee in any American jurisdiction which 

would lead to the conclusion that a partnerrhip composed of two 

corporationa ir 8nything other than a partnership. It is therefore our 

opinion tb8t 8 p8rtnerahip formed and existing in accord8nce with the 

terms of the Texao Uniform Partnerrhip Act and composed solely of 

two corporationr,may not be deemed 8 “corporation” for purpoacn of 

rrticle 1302-2.09, rnd that, aa 8 result, ten percent per annum is the 

m8ximum rate of intereat which may be charged on a loan to such an 

entity. You have not inquired, 8nd we do not rerch the question, 

whether 8 corpomte member of a partnership could itrclf interpose the 

defense of uaury in 8 suit on a partnerrhip debt on which the rate of 

interest ~8s gre8ter th8n ten but leas than eighteen percent per 8nnum. 

SUMMARY 

Ten percent per annum in the, maximum rate of ‘. ‘: : 

interert which may be charged on a loan to a 

p8rtnerehip composed of two corporations. 

Very truly yours, 

APPROVED: 

A?& 

JOHN L. HILL 

Attorney General of Texas 

73LsP-wL 

DAVID M. KENDALL, Firrt Aaairtant 

Opinion Committee 

1R 

p. 2631