reglab/housing_qa huggingface dataset:
TX Bus Orgs § 153.311 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter G. Reports|Section 153.311. Termination of Certificate or Revocation of Registration After Forfeiture

Sec. 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, if the limited partnership:(1)  forfeits its right to transact business in this state under Section 153.307; and(2)  fails to revive that right under Section 153.310.(b)  Termination of the certificate or revocation of registration takes effect without judicial ascertainment.(c)  The secretary of state shall note the termination or revocation and the date on the record kept in the secretary's office relating to the limited partnership.(d)  On termination or revocation, the status of the limited partnership is changed to inactive according to the records of the secretary of state.  The change to inactive status does not affect the liability of a limited partner.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 55, eff. September 1, 2009.|
TX Bus Orgs § 153.312 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter G. Reports|Section 153.312. Reinstatement of Certificate of Formation or Registration

Sec. 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 of the termination or revocation by filing the report required by Section 153.301, accompanied by the filing fees provided by Chapter 4.(b)  If the limited partnership pays the fees required by Subsection (a) and all taxes, penalties, and interest due and accruing before termination or revocation, the secretary of state shall:(1)  reinstate the certificate or registration of the limited partnership without judicial ascertainment;(2)  change the status of the limited partnership to active; and(3)  note the reinstatement on the record kept in the secretary's office relating to the limited partnership.(c)  If the name of the limited partnership is not available at the time of reinstatement, the secretary of state shall require the limited partnership as a precondition to reinstatement to:(1)  file an amendment to the partnership's certificate of formation;  or(2)  in the case of a foreign limited partnership, amend its application for registration to adopt an assumed name for use in this state.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 56, eff. September 1, 2009.|
TX Bus Orgs § 153.351 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter H. Limited Partnership as Limited Liability Partnership|Section 153.351. Requirements

Sec. 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 by its partnership agreement;  or(B)  if its partnership agreement does not include a provision for becoming a limited liability partnership, with the consent of partners required to amend its partnership agreement;(2)  complies with Subchapter J, Chapter 152;  and(3)  complies with Chapter 5.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 153.352 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter H. Limited Partnership as Limited Liability Partnership|Section 153.352. Applicability of Other Requirements

Sec. 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 be signed by at least one general partner;  and(2)  other references to a partner mean a general partner only.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 153.353 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter H. Limited Partnership as Limited Liability Partnership|Section 153.353. Law Applicable to Partners

Sec. 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 other provisions of this chapter for the debts or obligations of the limited partnership.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 153.401 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter I. Derivative Actions|Section 153.401. Definitions

Sec. 153.401.  DEFINITIONS.  In this subchapter:(1)  "Derivative proceeding" means a civil suit in the right of a domestic limited partnership or, to the extent provided by Section 153.412, in the right of a foreign limited partnership.(2)  "Limited partner" means a person who is a limited partner or is an assignee of a partnership interest, including the partnership interest of a general partner.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 25, eff. September 1, 2019.|
TX Bus Orgs § 153.402 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter I. Derivative Actions|Section 153.402. Standing to Bring Proceeding

Sec. 153.402.  STANDING TO BRING PROCEEDING.  (a)  Subject to Subsection (b), a limited partner may not institute or maintain a derivative proceeding unless:(1)  the limited partner:(A)  was a limited partner of the limited partnership at the time of the act or omission complained of;  or(B)  became a limited partner by operation of law originating from a person that was a limited partner or general partner at the time of the act or omission complained of; and (2)  the limited partner fairly and adequately represents the interests of the limited partnership in enforcing the right of the limited partnership.(b)  If the converted entity in a conversion is a limited partnership, a limited partner of that limited partnership may not institute or maintain a derivative proceeding based on an act or omission that occurred with respect to the converting entity before the date of the conversion unless:(1)  the limited partner was an equity owner of the converting entity at the time of the act or omission; and(2)  the limited partner fairly and adequately represents the interests of the limited partnership in enforcing the right of the limited partnership.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 26, eff. September 1, 2019.|
TX Bus Orgs § 153.403 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter I. Derivative Actions|Section 153.403. Demand

Sec. 153.403.  DEMAND.  (a)  A limited partner may not institute a derivative proceeding until the 91st day after the date a written demand is filed with the limited partnership stating with particularity the act, omission, or other matter that is the subject of the claim or challenge and requesting that the limited partnership take suitable action.(b)  The waiting period required by Subsection (a) before a derivative proceeding may be instituted is not required or, if applicable, shall terminate if:(1)  the limited partner has been notified that the demand has been rejected by the limited partnership;(2)  the limited partnership is suffering irreparable injury; or (3)  irreparable injury to the limited partnership would result by waiting for the expiration of the 90-day period.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 27, eff. September 1, 2019.|
TX Bus Orgs § 153.404 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter I. Derivative Actions|Section 153.404. Determination by Independent Persons

Sec. 153.404.  DETERMINATION BY INDEPENDENT PERSONS.  (a)  A determination of how to proceed on allegations made in a demand or petition relating to a derivative proceeding must be made by an affirmative vote of the majority of:(1)  the independent and disinterested general partners of the limited partnership, whether one or more, even if the independent and disinterested general partners are not a majority of the general partners of the limited partnership;(2)  a committee consisting of one or more independent and disinterested general partners appointed by a majority of one or more independent and disinterested general partners of the limited partnership, even if the appointing independent and disinterested general partners are not a majority of the general partners of the limited partnership; or(3)  a panel of one or more independent and disinterested individuals appointed by the court on a motion by the limited partnership listing the names of the individuals to be appointed and stating that, to the best of the limited partnership's knowledge, the individuals to be appointed are disinterested and qualified to make the determinations contemplated by Section 153.408.(b)  An entity to which this subsection applies is independent and disinterested under this section only if its decision with respect to the limited partnership's derivative proceeding is made by a majority of its governing persons who are independent and disinterested with respect to that derivative proceeding, even if those governing persons are not a majority of its governing persons. This subsection applies to an entity that is:(1)  a general partner of the limited partnership; or (2)  directly, or indirectly through one or more other entities, a governing person of that general partner.(c)  The court shall appoint a panel under Subsection (a)(3) if the court finds that the individuals recommended by the limited partnership are independent and disinterested and are otherwise qualified with respect to expertise, experience, independent judgment, and other factors considered appropriate by the court under the circumstances to make the determinations.  An individual appointed by the court to a panel under this section may not be held liable to the limited partnership or the limited partnership's partners for an action taken or omission made by the individual in that capacity, except for an act or omission constituting fraud or wilful misconduct.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 28, eff. September 1, 2019.|
TX Bus Orgs § 153.405 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter I. Derivative Actions|Section 153.405. Stay of Proceeding

Sec. 153.405.  STAY OF PROCEEDING.  (a)  If the limited partnership that is the subject of a derivative proceeding commences an inquiry into the allegations made in a demand or petition and the person or group of persons described by Section 153.404 is conducting an active review of the allegations in good faith, the court shall stay a derivative proceeding for not more than 60 days until the review is completed and a determination is made by the person or group regarding what further action, if any, should be taken.(b)  To obtain a stay, the limited partnership must provide the court with a written statement agreeing to advise the court and the limited partner making the demand of the determination promptly on the completion of the review of the matter.(c)  A stay, on motion, may be reviewed every 60 days for continuation of the stay if the limited partnership provides the court and the limited partner with a written statement of the status of the review and the reasons why an extension for a period not to exceed 60 additional days is appropriate.  An extension shall be granted for a period not to exceed 60 days if the court determines that the continuation is appropriate in the interests of the partnership.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 29, eff. September 1, 2019.|
TX Bus Orgs § 153.406 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter I. Derivative Actions|Section 153.406. Discovery

Sec. 153.406.  DISCOVERY.  (a)  If a limited partnership proposes to dismiss a derivative proceeding under Section 153.408, discovery by a limited partner after the filing of the derivative proceeding in accordance with this subchapter shall be limited to:(1)  facts relating to whether the person or persons described by Section 153.404 are independent and disinterested;(2)  the good faith of the inquiry and review by the person or group;  and(3)  the reasonableness of the procedures followed by the person or group in conducting the review.(b)  Discovery described by Subsection (a) may not be expanded to include a fact or substantive matter regarding the act, omission, or other matter that is the subject matter of the derivative proceeding, but the scope of discovery shall not be so limited if the court determines after notice and hearing that a good faith review of the allegations has not been made by an independent and disinterested person or group in accordance with Sections 153.404 and 153.408.|Added by Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 30, eff. September 1, 2019.|
TX Bus Orgs § 153.407 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter I. Derivative Actions|Section 153.407. Tolling of Statute of Limitations

Sec. 153.407.  TOLLING OF STATUTE OF LIMITATIONS.  A written demand filed with the limited partnership under Section 153.403 tolls the statute of limitations on the claim on which demand is made until the later of:(1)  the 31st day after the expiration of any waiting period under Section 153.403; or(2)  the 31st day after the expiration of any stay granted under Section 153.405, including all continuations of the stay.|Added by Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 30, eff. September 1, 2019.|
TX Bus Orgs § 153.408 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter I. Derivative Actions|Section 153.408. Dismissal of Derivative Proceeding

Sec. 153.408.  DISMISSAL OF DERIVATIVE PROCEEDING.  (a)  A court, sitting in equity as the finder of fact, shall dismiss a derivative proceeding on a motion by the limited partnership if the person or group of persons described by Section 153.404 determines in good faith, after conducting a reasonable inquiry and based on factors the person or group considers appropriate under the circumstances, that continuation of the derivative proceeding is not in the best interests of the limited partnership.(b)  In determining whether the requirements of Subsection (a) have been met, the burden of proof shall be on:(1)  the plaintiff limited partner if:(A)  the applicable person or persons making the determination under Section 153.404(a)(1) or (2) are independent and disinterested at the time the determination is made;(B)  the determination is made by a panel of one or more independent and disinterested individuals appointed under Section 153.404(a)(3);  or(C)  the limited partnership presents prima facie evidence that demonstrates that the applicable person or persons making the determination under Section 153.404(a) are independent and disinterested;  or(2)  the limited partnership in any other circumstance.|Added by Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 30, eff. September 1, 2019.|
TX Bus Orgs § 153.409 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter I. Derivative Actions|Section 153.409. Allegations After Demand Rejected

Sec. 153.409.  ALLEGATIONS AFTER DEMAND REJECTED.  If a derivative proceeding is instituted after a demand is rejected, the petition must allege with particularity facts that establish that the rejection was not made in accordance with the requirements and standards under Sections 153.404 and 153.408.|Added by Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 30, eff. September 1, 2019.|
TX Bus Orgs § 153.410 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter I. Derivative Actions|Section 153.410. Discontinuance or Settlement

Sec. 153.410.  DISCONTINUANCE OR SETTLEMENT.  (a)  A derivative proceeding may not be discontinued or settled without court approval.(b)  The court shall direct that notice be given to the affected partners if the court determines that a proposed discontinuance or settlement may substantially affect the interests of other partners.|Added by Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 30, eff. September 1, 2019.|
TX Bus Orgs § 153.411 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter I. Derivative Actions|Section 153.411. Payment of Expenses

Sec. 153.411.  PAYMENT OF EXPENSES.  (a)  In this section, "expenses" means reasonable expenses incurred by a party in a derivative proceeding, including:(1)  attorney's fees;(2)  costs in pursuing an investigation of the matter that was the subject of the derivative proceeding;  or(3)  expenses for which the limited partnership may be required to indemnify another person.(b)  On termination of a derivative proceeding, the court may order:(1)  the limited partnership to pay expenses the plaintiff incurred in the proceeding if the court finds the proceeding has resulted in a substantial benefit to the limited partnership;(2)  the plaintiff to pay expenses the limited partnership or other defendant incurred in investigating and defending the proceeding if the court finds the proceeding has been instituted or maintained without reasonable cause or for an improper purpose;  or(3)  a party to pay expenses incurred by another party relating to the filing of a pleading, motion, or other paper if the court finds the pleading, motion, or other paper:(A)  was not well grounded in fact after reasonable inquiry;(B)  was not warranted by existing law or a good faith argument for the application, extension, modification, or reversal of existing law;  or(C)  was interposed for an improper purpose, such as to harass, cause unnecessary delay, or cause a needless increase in the cost of litigation.|Added by Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 30, eff. September 1, 2019.|
TX Bus Orgs § 153.412 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter I. Derivative Actions|Section 153.412. Application to Foreign Limited Partnerships

Sec. 153.412.  APPLICATION TO FOREIGN LIMITED PARTNERSHIPS.  (a)  In a derivative proceeding brought in the right of a foreign limited partnership, the matters covered by this subchapter are governed by the laws of the jurisdiction of formation of the foreign limited partnership, except for Sections 153.405, 153.410, and 153.411, which are procedural provisions and do not relate to the internal affairs of the foreign limited partnership, unless applying the laws of the jurisdiction of formation of the foreign limited partnership requires otherwise with respect to Section 153.405.(b)  In the case of matters relating to a foreign limited partnership under Section 153.405, a reference to a person or group of persons described by Section 153.404 refers to a person or group entitled under the laws of the jurisdiction of formation of the foreign limited partnership to make the determination described by Section 153.404(a).  The standard of review of a determination made by the person or group shall be governed by the laws of the jurisdiction of formation of the foreign limited partnership.|Added by Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 30, eff. September 1, 2019.|
TX Bus Orgs § 153.413 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter I. Derivative Actions|Section 153.413. Closely Held Limited Partnership

Sec. 153.413.  CLOSELY HELD LIMITED PARTNERSHIP.  (a)  In this section, "closely held limited partnership" means a limited partnership that has:(1)  fewer than 35 limited partners;  and(2)  no partnership interests listed on a national securities exchange or regularly quoted in an over-the-counter market by one or more members of a national securities association.(b)  Sections 153.402-153.410 do not apply to a claim or a derivative proceeding by a limited partner of a closely held limited partnership against a general partner, limited partner, or officer of the limited partnership.  In the event the claim or derivative proceeding is also made against a person who is not that general partner, limited partner, or officer, this subsection shall apply only to the claim or derivative proceeding against the general partner, limited partner, or officer.(c)  If Sections 153.402-153.410 do not apply because of Subsection (b) and if justice requires:(1)  a derivative proceeding brought by a limited partner of a closely held limited partnership may be treated by a court as a direct action brought by the limited partner for the limited partner's own benefit;  and(2)  a recovery in a direct or derivative proceeding by a limited partner may be paid directly to the plaintiff or to the limited partnership if necessary to protect the interests of creditors or other partners of the limited partnership.(d)  Other provisions of state law govern whether a limited partner has a direct cause of action or right to sue a general partner, limited partner, or officer, and this section may not be construed to create that direct cause of action or right to sue.|Added by Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 30, eff. September 1, 2019.|
TX Bus Orgs § 153.502 (2021)
2021 Texas Statutes|Business Organizations Code|Title 4 - Partnerships|Chapter 153 - Limited Partnerships|Subchapter K. Supplemental Winding Up and Termination Provisions|Section 153.502. Winding Up Procedures

Sec. 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 there are no general partners, the limited partners or a person chosen by the limited partners;  or(3)  a person appointed by the court to carry out the winding up under Subsection (b).(b)  On application of a partner or a partner's legal representative or transferee, a court, on cause shown, may wind up the limited partnership's affairs and, in connection with the winding up, may appoint a person to carry out the liquidation and may make all other orders, directions, and inquiries that the circumstances require.(c)  Section 11.052(a)(2) shall not be applicable to a limited partnership.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|