reglab/housing_qa huggingface dataset:
TX Bus Orgs § 153.053 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter B. Supplemental Provisions Regarding Amendment to Certificate of Formation|Section 153.053. Restated Certificate of Formation

Sec. 153.053.  RESTATED CERTIFICATE OF FORMATION.  (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.(b)  A restated certificate of formation that contains an amendment to the certificate of formation may be adopted at any time for a proper purpose as determined by the general partners.|Added by Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 86, eff. January 1, 2006.|
TX Bus Orgs § 153.101 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter C. Limited Partners|Section 153.101. Admission of Limited Partners

Sec. 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:(1)  the date on which the limited partnership is formed;  or(2)  the date stated in the records of the limited partnership as the date on which the person becomes a limited partner or, if that date is not stated in those records, the date on which the person's admission is first reflected in the records of the limited partnership.(b)  After a limited partnership is formed, a person who acquires a partnership interest directly from the limited partnership becomes a new limited partner on:(1)  compliance with the provisions of the partnership agreement governing admission of new limited partners;  or(2)  if the partnership agreement does not contain relevant admission provisions, the written consent of all partners.(c)  After formation of a limited partnership, an assignee of a partnership interest becomes a new limited partner as provided by Section 153.253(a).(d)  A person may be a limited partner unless the person lacks capacity apart from this chapter and the other limited partnership provisions.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 153.102 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter C. Limited Partners|Section 153.102. Liability to Third Parties

Sec. 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(2)  in addition to the exercise of the limited partner's rights and powers as a limited partner, the limited partner participates in the control of the business.(b)  If the limited partner participates in the control of the business, the limited partner is liable only to a person who transacts business with the limited partnership reasonably believing, based on the limited partner's conduct, that the limited partner is a general partner.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 153.104 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter C. Limited Partners|Section 153.104. Enumeration of Actions Not Exclusive

Sec. 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 power constitutes participation by that limited partner in the control of the business of the limited partnership.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 153.105 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter C. Limited Partners|Section 153.105. Creation of Rights

Sec. 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;(2)  the partnership agreement;(3)  other sections of this chapter;  or(4)  the other limited partnership provisions.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 153.106 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter C. Limited Partners|Section 153.106. Erroneous Belief of Contributor Being Limited Partner

Sec. 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 become a limited partner in a limited partnership is not liable as a general partner or otherwise obligated because of making or attempting to make the contribution, receiving distributions from the partnership, or exercising the rights of a limited partner if, within a reasonable time after ascertaining the mistake, the person:(1)  causes an appropriate certificate of formation or certificate of amendment to be signed and filed;(2)  files or causes to be filed with the secretary of state a written statement in accordance with Section 153.107;  or(3)  withdraws from participation in future profits of the enterprise by executing and filing with the secretary of state a certificate declaring the person's withdrawal under this section.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 153.107 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter C. Limited Partners|Section 153.107. Statement Required for Liability Protection

Sec. 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 partnership;(2)  the name and mailing address of the person signing the written statement;  and(3)  a statement that:(A)  the person signing the written statement acquired a limited partnership interest in the partnership;(B)  the person signing the written statement has made an effort to cause a general partner of the partnership to file an accurate certificate of formation required by the code and the general partner has failed or refused to file the certificate;  and(C)  the statement is being filed under Section 153.106(2) and the person signing the written statement is claiming status as a limited partner of the partnership named in the document.(b)  The statement is effective for 180 days.(c)  A statement filed under Section 153.106(2) may be signed by more than one person claiming limited partnership status under this section and Sections 153.106, 153.108, and 153.109.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 153.108 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter C. Limited Partners|Section 153.108. Requirements for Liability Protection Following Expiration of Statement

Sec. 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 filing the statement has no further protection from liability under Section 153.106(2) unless the person complies with this section.  To be protected under Section 153.106 the person must, not later than the 10th day after the date of expiration of the 180-day period:(1)  withdraw under Section 153.106(3);  or(2)  bring an action under Section 153.554 to compel the execution and filing of a certificate of formation or amendment.(b)  If an action is brought within the applicable period and is diligently prosecuted to conclusion, the person bringing the action continues to be protected from liability under Section 153.106(2) until the action is finally decided adversely to that person.(c)  This section and Sections 153.106, 153.107, and 153.109 do not protect a person from liability that arises under Sections 153.102-153.105.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 153.109 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter C. Limited Partners|Section 153.109. Liability of Erroneous Contributor

Sec. 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 a general partner to a third party who transacts business with the partnership before an action taken under Section 153.106 if:(1)  the contributor has knowledge or notice that no certificate has been filed or that the certificate inaccurately referred to the contributor as a general partner;  and(2)  the third party reasonably believed, based on the contributor's conduct, that the contributor was a general partner at the time of the transaction and extended credit to the partnership in reasonable reliance on the credit of the contributor.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 153.110 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter C. Limited Partners|Section 153.110. Withdrawal of Limited Partner

Sec. 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 agreement.  The withdrawal of the partner must be made in accordance with that agreement.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 153.111 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter C. Limited Partners|Section 153.111. Distribution on Withdrawal

Sec. 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 reasonable time after withdrawal, the fair value of that limited partner's interest in the limited partnership as of the date of withdrawal.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 153.112 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter C. Limited Partners|Section 153.112. Receipt of Wrongful Distribution

Sec. 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 knew that the distribution violated the prohibition of Section 153.210.  This section does not affect an obligation of the limited partner under the partnership agreement or other applicable law to return the distribution.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 153.113 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter C. Limited Partners|Section 153.113. Powers of Estate of Limited Partner Who Is Deceased or Incapacitated

Sec. 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 or property, the limited partner's executor, administrator, guardian, conservator, or other legal representative may exercise all of the limited partner's rights and powers to settle the limited partner's estate or administer the limited partner's property, including the power of an assignee to become a limited partner under the partnership agreement.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 153.151 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter D. General Partners|Section 153.151. Admission of General Partners

Sec. 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)  if a written partnership agreement does not provide for the admission of additional general partners, with the written consent of all partners.(a-1)  On formation of a limited partnership, a person becomes a general partner if the person:(1)  has entered into the partnership agreement as a general partner; and(2)  is named as a general partner in the certificate of formation of the limited partnership.(b)  A person may be a general partner unless the person lacks capacity apart from this chapter.(c)  A written partnership agreement may provide that a person may be admitted as a general partner in a limited partnership, including as a sole general partner, and may acquire a partnership interest in the limited partnership without:(1)  making a contribution to the limited partnership; or(2)  assuming an obligation to make a contribution to the limited partnership.(d)  A written partnership agreement may provide that a person may be admitted as a general partner in a limited partnership, including as the sole general partner, without acquiring a partnership interest in the limited partnership.(e)  This section is not a limitation of or does not otherwise affect Section 153.152.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 87, eff. January 1, 2006.Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 88, eff. January 1, 2006.Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 31, eff. September 1, 2021.|
TX Bus Orgs § 153.152 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter D. General Partners|Section 153.152. General Powers and Liabilities of General Partner

Sec. 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 the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners;  and(2)  has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.(b)  Except as provided by this chapter or the other limited partnership provisions, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to a person other than the partnership and the other partners.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 153.153 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter D. General Partners|Section 153.153. Powers and Liabilities of Person Who Is Both General Partner and Limited Partner

Sec. 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 liabilities of a general partner;  and(2)  except as otherwise provided by the partnership agreement, this chapter, or the other limited partnership provisions, has the rights and powers and is subject to the restrictions and liabilities, if any, of a limited partner to the extent of the general partner's participation in the partnership as a limited partner.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 153.154 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter D. General Partners|Section 153.154. Contributions by and Distributions to General Partner

Sec. 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 partnership as a general partner, a limited partner, or both.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 153.156 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter D. General Partners|Section 153.156. Notice of Event of Withdrawal

Sec. 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) or (5) shall notify the other partners of the event not later than the 30th day after the date on which the event occurred.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 153.157 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter D. General Partners|Section 153.157. Withdrawal of General Partner in Violation of Partnership Agreement

Sec. 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 undertaking before the expiration of that period or completion of that undertaking is a breach of the partnership agreement.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 123, eff. September 1, 2007.|
TX Bus Orgs § 153.158 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter D. General Partners|Section 153.158. Effect of Withdrawal

Sec. 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 a general partner under Section 153.155, the remaining general partner or partners, or, if there are no remaining general partners, a majority-in-interest of the limited partners in a vote that excludes any limited partnership interest held by the withdrawing general partner, may:(1)  convert that general partner's partnership interest to that of a limited partner;  or(2)  pay to the withdrawn general partner in cash, or secure by bond approved by a court of competent jurisdiction, the value of that partner's partnership interest minus the damages caused if the withdrawal constituted a breach of the partnership agreement.(b)  Until an action described by Subsection (a) is taken, the owner of the partnership interest of the withdrawn general partner has the status of an assignee under Subchapter F.(c)  If there are no remaining general partners following the withdrawal of a general partner, the partnership may be reconstituted.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 53, eff. September 1, 2011.|
TX Bus Orgs § 153.159 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter D. General Partners|Section 153.159. Conversion of Partnership Interest After Withdrawal

Sec. 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 compensation, an interest in the partnership, or both, to a replacement general partner.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 153.160 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter D. General Partners|Section 153.160. Effect of Conversion of Partnership Interest

Sec. 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 general partner:(1)  may vote as a limited partner in all matters, to the same extent as the members of the class of limited partners having the least voting rights with respect to the matter on which the vote is taken;  and(2)  may not vote on the admission and compensation of a general partner who replaces the withdrawing general partner.(b)  If the general partner's withdrawal violates the partnership agreement, the general partner does not have voting rights.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 153.161 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter D. General Partners|Section 153.161. Liability of General Partner for Debt Incurred After Event of Withdrawal

Sec. 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 a general partner under Section 153.155 is not personally liable in the partner's capacity as a general partner for partnership debt incurred after that partner ceases to be a general partner unless the applicable creditor at the time the debt was incurred reasonably believed that the partner remained a general partner.(b)  A creditor of the partnership has reason to believe that a partner remains a general partner if:(1)  the creditor had no knowledge or notice of the general partner's withdrawal and:(A)  was a creditor of the partnership at the time of the general partner's withdrawal;  or(B)  had extended credit to the partnership within two years before the date of withdrawal;  or(2)  the creditor had known that the partner was a general partner in the partnership before the general partner's withdrawal and had no knowledge or notice of the withdrawal and the general partner's withdrawal had not been advertised in a newspaper of general circulation in each place at which the partnership business was regularly conducted.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 153.162 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter D. General Partners|Section 153.162. Liability for Wrongful Withdrawal

Sec. 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 breach of the partnership agreement, including the reasonable cost of obtaining replacement of the services the withdrawn partner was obligated to perform.(b)  In addition to pursuing any remedy available under applicable law, the partnership may effect the recovery of damages under Subsection (a) by offsetting those damages against the amount otherwise distributable to the withdrawing general partner, reducing the limited partner interest into which the withdrawing general partner's interest may be converted under Section 153.158(a)(1), or both.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|