# The Attorney General of Texas
December 29, 1978

Honorable Richard D.Latham Securities Commissioner State Securities Board 709Lyndon Baines Johnson Building Austin, Texas 707ll Opinion No.H- 1321
Re: Whether an amendment of a limited partnership certificate requires unanimous approval of all partners. Dear Commissioner Latham: Attorney General Opinion H-1229 (1978) indicates that the Texas Limited Partnership Act requires that partners in a limited partnership be unanimous in certain actions such as amending the partnership certificate. Youask ifa unanimous vote of all members is required or if all members must merely sign any amendment to a certificate. Yourquestion and our response are directed to the North American Securities Administrators Association voting rights discussed in Attorney General Opinion H-1229 (1978).The relevant language inAttorney General Opinion H-l229 wasbased on section 26‘of article 6132a, V.T.C.S., the Texas Uniform Limited Partnership Act. Section 26provides inpart:

Sec. 26. (a) The writing to amend a certificate shalh (l) Conform to the requirements of Section 3(a)(l) as far as necessary to set forth clearly the change in the certificate which it is desired to make, and (2) Be signed and sworn toby all members, and an amendment substituting alimited partner or adding a limited or general partner shall be signed slso by the member tobe substituted or added, and when a limited partner isto besubstituted, the amendment shall also be signed by the assigning limited partner.(b) The writing to cancel a certificate shall be signed byall members. (c) A person desiring the cancellation or amendment of a certificate, if any person designated in paragraphs (a) and (b) as a person who

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must execute the writing refuses to do so, may petition the district court of the judicial district wherein he resides, to direct acancellation oramendment thereof. (d) If the court finds that the petitioner has aright to have the writing executed byaperson whorefuses to do so it shall order the Secretary ofState to record the cancellation or amendment of the certificate; and where the certificate is to be amended, the court shall also cause tobefiled for record in said office a certified copy of its decree setting forth the amendment. This statute clearly requires that any amendment of the certificate be signed and sworn to byall members. Alimited partner often signs through hisattorney infact. Sec. 33. The Act does not, however, require that all members agree to any particular amendment of the partnership certificate. The Act provides that certain types of certificate amendments require unanimous action. See % sections 10(a)(5), 10(a)(6), 10(A)(?). Other provisions ofthe Act specifically requir~ancellation or amendment when certain non-unanimous action is taken. See e. 3(a)(l)(K); lO(aX6)and 25(b)(3); 3(a)(l)(M); lm7 ; + sections 3(a)(l)(J); 20(d)and ZS(bX2); 21(a)and 25(b)(5). Additionally, the Limited Partnership Act contemplates that amendment or cancellation of the certificate may be undertaken even though amember refuses to sign the amendment. Section 28(c) provides a means by which an individual mayobtain acourt order requiring anamendment orcancellation tobefiled even though one or more partners refuse to sign. Thus, while all members ofa limited partnership are required to sign any writing which would amend orcancel the certificate, aunanimous vote isnot necessarily required to take such action. SUMMARY

The amendment or cancellation of a limited partnership certificate &es not necessarily require aunanimous vote.

Attorney General ofTexas

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APPROVED:

Opinion Committee

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