The Attorney General of Texas 

December 29, 1978 

Honorable Richard D. Latham 

Securities Commissioner 

State Securities Board 

709 Lyndon Baines Johnson Building 

Austin, Texas 707ll 

Opinion No. H- 13 2 1 

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. 

You ask if a unanimous vote of all members is required or if all members 

must merely sign any amendment to a certificate. Your question 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 in Attorney General Opinion H-l229 was based 

on section 26 ‘of article 6132a, V.T.C.S., the Texas Uniform Limited 

Partnership Act. Section 26 provides in part: 

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 to by all members, and an 

amendment substituting a limited partner or adding 

a limited or general partner shall be signed slso by 

the member to be substituted or added, and when a 

limited partner is to be substituted, the amendment 

shall also be signed by the assigning limited 

partner. 

(b) The writing to cancel a certificate shall 

be signed by all 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 

P. 5191 
Honorable Richard D. Latham - Page 2 (H-1321) 

must execute the writing refuses to do so, may petition the 

district court of the judicial district wherein he resides, to 

direct a cancellation or amendment thereof. 

(d) If the court finds that the petitioner has a right to 

have the writing executed by a person who refuses to do so it 

shall order the Secretary of State to record the cancellation or 

amendment of the certificate; and where the certificate is to 

be amended, the court shall also cause to be filed 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 by all members. A limited partner often signs through his attorney in fact. 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 of the 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 a member refuses to sign the amendment. Section 28(c) 

provides a means by which an individual may obtain a court order requiring an amendment 

or cancellation to be filed even though one or more partners refuse to sign. 

Thus, while all members of a limited partnership are required to sign any writing 

which would amend or cancel the certificate, a unanimous vote is not necessarily required 

to take such action. 

SUMMARY 

The amendment or cancellation of a limited partnership 

certificate &es not necessarily require a unanimous vote. 

Attorney General of Texas 

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Honorable Richard D. Latham - Page 3 (H-1321) 

APPROVED: 

Opinion Committee . 

p. 5193