reglab/statecodes huggingface dataset:
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter K. Foreign Limited Liability Partnerships › Section 152.908. Renewal of Registration

Sec. 152.908.  RENEWAL OF REGISTRATION.  (a)  An effective registration may be renewed before its expiration by filing a renewal application for registration with the secretary of state in accordance with Chapter 4.
(b)  The renewal application must contain:
(1)  current information required for an initial application for registration; and
(2)  the most recent date of registration of the partnership.
(c)  An application for registration filed under this section continues an effective registration for one year after the date the registration would otherwise expire.
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. 117, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter K. Foreign Limited Liability Partnerships › Section 152.909. Action by Secretary of State

Sec. 152.909.  ACTION BY SECRETARY OF STATE.  The secretary of state may remove from its active records the registration of a foreign limited liability partnership the registration of which has:
(1)  been withdrawn or revoked;  or
(2)  expired and not been renewed.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter K. Foreign Limited Liability Partnerships › Section 152.910. Effect of Failure to Register

Sec. 152.910.  EFFECT OF FAILURE TO REGISTER.  (a)  A foreign limited liability partnership that transacts business in this state without being registered is subject to Subchapter B, Chapter 9, to the same extent as a foreign filing entity.
(b)  A partner of a foreign limited liability partnership is not liable for an obligation of the partnership solely because the partnership transacted business in this state without being registered.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 82, eff. January 1, 2006.
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 118, eff. September 1, 2007.
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 49, eff. September 1, 2011.
Sec. 152.911.  AMENDMENT.  (a)  A document filed under this subchapter or an application for registration filed under Section 9.007 may be amended by filing with the secretary of state an application for amendment of registration in accordance with Chapter 4.
(b)  The application for amendment must contain:
(1)  the name of the partnership;
(2)  the taxpayer identification number of the partnership;
(3)  the identity of the document being amended;
(4)  a reference to the date on which the document being amended was filed;
(5)  the part of the document being amended; and
(6)  the amendment or correction.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 83, eff. January 1, 2006.
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 50, eff. September 1, 2011.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter K. Foreign Limited Liability Partnerships › Section 152.912. Execution of Application for Amendment

Sec. 152.912.  EXECUTION OF APPLICATION FOR AMENDMENT.  The application for amendment must be signed by:
(1)  a majority-in-interest of the partners;  or
(2)  one or more partners authorized by a majority-in-interest of the partners.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter K. Foreign Limited Liability Partnerships › Section 152.913. Execution of Statement of Change of Registered Office or Registered Agent

Sec. 152.913.  EXECUTION OF STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT.  A statement filed by a foreign limited liability partnership in accordance with Section 5.202 must be signed by:
(1)  a majority-in-interest of the partners;  or
(2)  one or more partners authorized by a majority-in-interest of the partners.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 152 - General Partnerships › Subchapter K. Foreign Limited Liability Partnerships › Section 152.914. Revocation of Registration by Secretary of State

Sec. 152.914.  REVOCATION OF REGISTRATION BY SECRETARY OF STATE.  (a)  The secretary of state may revoke the registration of a foreign limited liability partnership for the partnership's failure to:
(1)  file a report within the period required by law or pay a fee or penalty prescribed by law when due and payable;
(2)  maintain a registered agent or registered office address in this state as required by law; or
(3)  pay a fee required in connection with a filing, or payment of the fee was dishonored when presented by the state for payment.
(b)  If it appears to the secretary of state that, with respect to a foreign limited liability partnership, a circumstance described by Subsection (a) exists, the secretary of state shall provide notice to the partnership in the same manner and to the same extent as notice is required to be provided to a foreign filing entity under Sections 9.101 and 9.102.
(c)  The secretary of state shall reinstate the registration of a foreign limited liability partnership if the partnership files an application for reinstatement in accordance with Subsection (e), accompanied by each amendment of the partnership's registration that is required by intervening events, and:
(1)  the foreign limited liability partnership has corrected the circumstances that led to the revocation and any other circumstances described by Subsection (a) that may exist, including the payment of fees, interest, or penalties; or
(2)  the secretary of state finds that the circumstances that led to the revocation did not exist at the time of revocation.
(d)  A foreign limited liability partnership, to have its registration reinstated, must comply with the requirements of this section not later than the date the registration would have expired under Section 152.905(e) had the registration not been revoked under this section.
(e)  The foreign limited liability partnership shall file a certificate of reinstatement in accordance with Chapter 4.  The certificate of reinstatement must contain:
(1)  the name of the partnership;
(2)  the filing number assigned by the filing officer to the partnership;
(3)  the effective date of the revocation of the partnership's registration; and
(4)  the name of the partnership's registered agent and the address of the partnership's registered office.
(f)  A tax clearance letter from the comptroller stating that a foreign limited liability partnership has satisfied all franchise tax liabilities and may be reinstated must be filed with the certificate of reinstatement if the foreign limited liability partnership is a taxable entity under Chapter 171, Tax Code.
Added by Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 84, eff. January 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 119, eff. September 1, 2007.
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 50, eff. September 1, 2009.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter A. General Provisions › Section 153.001. Definition

Sec. 153.001.  DEFINITION.  In this chapter, "other limited partnership provisions" means the provisions of Title 1 and Chapters 151 and 154, to the extent applicable to limited partnerships.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter A. General Provisions › Section 153.002. Construction

Sec. 153.002.  CONSTRUCTION.  (a)  This chapter and the other limited partnership provisions shall be applied and construed to effect its general purpose to make uniform the law with respect to limited partnerships among states that have similar laws.
(b)  The rule that a statute in derogation of the common law is to be strictly construed does not apply to this chapter and the other limited partnership provisions.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter A. General Provisions › Section 153.003. Applicability of Other Laws

Sec. 153.003.  APPLICABILITY OF OTHER LAWS.  (a)  Except as provided by Subsection (b), in a case not provided for by this chapter and the other limited partnership provisions, the provisions of Chapter 152 governing partnerships that are not limited partnerships and the rules of law and equity govern.
(b)  The powers and duties of a limited partner shall not be governed by a provision of Chapter 152 that would be inconsistent with the nature and role of a limited partner as contemplated by this chapter.
(c)  A limited partner shall not have any obligation or duty of a general partner solely by reason of being a limited partner.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter A. General Provisions › Section 153.004. Nonwaivable Title 1 Provisions

Sec. 153.004.  NONWAIVABLE TITLE 1 PROVISIONS.  (a)  Except as provided by this section, the following provisions of Title 1 may not be waived or modified in the partnership agreement of a limited partnership:
(1)  Chapter 1, if the provision is used to interpret a provision or define a word or phrase contained in a section listed in this subsection;
(2)  Chapter 2, other than Section 2.104(c)(2), 2.104(c)(3), or 2.113;
(3)  Chapter 3, other than Subchapters C and E of that chapter and Section 3.151 (provided, that in all events a partnership agreement may not validly waive or modify Section 153.551 or unreasonably restrict a partner's or assignee's rights under Section 153.552); or
(4)  Chapter 4, 5, 10, 11, or 12, other than Section 11.058.
(b)  A provision listed in Subsection (a) may be waived or modified in the partnership agreement if the provision that is waived or modified authorizes the limited partnership to waive or modify the provision in the limited partnership's governing documents.
(c)  A provision listed in Subsection (a) may be modified in the partnership agreement if the provision that is modified specifies:
(1)  the person or group of persons who are entitled to approve a modification;  or
(2)  the vote or other method by which a modification is required to be approved.
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. 51, eff. September 1, 2011.
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 55, eff. September 1, 2023.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter A. General Provisions › Section 153.005. Waiver or Modification of Rights of Third Parties

Sec. 153.005.  WAIVER OR MODIFICATION OF RIGHTS OF THIRD PARTIES.  A provision in this title or in that part of Title 1 applicable to a limited partnership that grants a right to a person, other than a general partner, a limited partner, or assignee of a partnership interest in a limited partnership, may be waived or modified in the partnership agreement of the limited partnership only if the person consents to the waiver or modification.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter B. Supplemental Provisions Regarding Amendment to Certificate of Formation › Section 153.051. Required Amendment to Certificate of Formation

Sec. 153.051.  REQUIRED AMENDMENT TO CERTIFICATE OF FORMATION.  (a)  A general partner shall file a certificate of amendment reflecting the occurrence of one or more of the following events not later than the 30th day after the date on which the event occurred:
(1)  the admission of a new general partner;
(2)  the withdrawal of a general partner;
(3)  a change in the name of the limited partnership; or
(4)  except as provided by Sections 5.202 and 5.203, a change in:
(A)  the address of the registered office; or
(B)  the name or address of the registered agent of the limited partnership.
(b)  A general partner who becomes aware that a statement in a certificate of formation was false when made or that a matter described in the certificate has changed, making the certificate false in any material respect, shall promptly amend the certificate to make it accurate.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2015, 84th Leg., R.S., Ch. 23 (S.B. 859), Sec. 6, eff. September 1, 2015.
Sec. 153.052.  DISCRETIONARY AMENDMENT TO CERTIFICATE OF FORMATION.  (a)  A certificate of formation may be amended at any time for a proper purpose as determined by the general partners.
(b)  A certificate of formation may be amended to state the name, mailing address, and street address of the business or residence of each person winding up the limited partnership's affairs if, after an event requiring the winding up of a limited partnership but before the limited partnership is reconstituted or a certificate of termination is filed as provided by Section 11.101:
(1)  the certificate of formation has been amended to reflect the withdrawal of all general partners; or
(2)  a person who is not shown on the certificate of formation as a general partner is carrying out the winding up of a limited partnership's affairs.
(c)  If the certificate of formation is amended under Subsection (b), each person winding up the limited partnership's affairs shall execute and file the certificate of amendment.  A person winding up the partnership's affairs is not subject to liability as a general partner because of the filing of the certificate of amendment.
(d)  A general partner who is not winding up the limited partnership's affairs is not required to execute and file a certificate of amendment as provided by this section.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 85, eff. January 1, 2006.
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 120, eff. September 1, 2007.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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, another agreement, or other applicable law to return the distribution.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 56, eff. September 1, 2023.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter E. Finances › Section 153.201. Form of Contribution

Sec. 153.201.  FORM OF CONTRIBUTION.  The contribution of a partner may consist of a tangible or intangible benefit to the limited partnership or other property of any kind or nature, including:
(1)  cash;
(2)  a promissory note;
(3)  services performed;
(4)  a contract for services to be performed; and
(5)  another interest in or security of the limited partnership, another domestic or foreign limited partnership, or other entity.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 89, eff. January 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter E. Finances › Section 153.202. Enforceability of Promise to Make Contribution

Sec. 153.202.  ENFORCEABILITY OF PROMISE TO MAKE CONTRIBUTION.  (a)  A promise by a limited partner to make a contribution to, or pay cash or transfer other property to, a limited partnership is not enforceable unless the promise is in writing and signed by the limited partner.
(b)  Except as otherwise provided by the partnership agreement, a partner or the partner's legal representative or successor is obligated to the limited partnership to perform an enforceable promise to make a contribution to or pay cash or transfer other property to a limited partnership, notwithstanding the partner's death, disability, or other change in circumstances.
(c)  If a partner or a partner's legal representative or successor does not make a contribution or other payment of cash or transfer of other property required by the enforceable promise, whether as a contribution or with respect to a contribution previously made, that partner or the partner's legal representative or successor is obligated, at the option of the limited partnership, to pay to the partnership an amount of cash equal to the portion of the agreed value, as stated in the partnership agreement or in the partnership records required to be kept under Sections 153.551 and 153.552, of the contribution represented by the amount of cash that has not been paid or the value of the property that has not been transferred.
(d)  A partnership agreement may provide that the partnership interest of a partner who fails to make a payment of cash or transfer of other property to the partnership, whether as a contribution or with respect to a contribution previously made, required by an enforceable promise is subject to specified consequences, which may include:
(1)  a reduction of the defaulting partner's percentage or other interest in the limited partnership;
(2)  subordination of the partner's partnership interest to the interest of nondefaulting partners;
(3)  a forced sale of the partner's partnership interest;
(4)  forfeiture of the partner's partnership interest;
(5)  the lending of money to the defaulting partner by other partners of the amount necessary to meet the defaulting partner's commitment;
(6)  a determination of the value of the defaulting partner's partnership interest by appraisal or by formula and redemption or sale of the partnership interest at that value;  or
(7)  another penalty or consequence.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter E. Finances › Section 153.203. Release of Obligation to Partnership

Sec. 153.203.  RELEASE OF OBLIGATION TO PARTNERSHIP.  Unless otherwise provided by the partnership agreement, the obligation of a partner or the legal representative or successor of a partner to make a contribution, pay cash, transfer other property, or return cash or property paid or distributed to the partner in violation of this chapter or the partnership agreement may be compromised or released only by consent of all of the partners.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter E. Finances › Section 153.204. Enforceability of Obligation

Sec. 153.204.  ENFORCEABILITY OF OBLIGATION.  (a)  Notwithstanding a compromise or release under Section 153.203, a creditor of a limited partnership who extends credit or otherwise acts in reasonable reliance on an obligation described by Section 153.203 may enforce the original obligation if:
(1)  the obligation is reflected in a document signed by the partner;  and
(2)  the document is not amended or canceled to reflect the compromise or release.
(b)  Notwithstanding the compromise or release, a general partner remains liable to persons other than the partnership and the other partners, as provided by Sections 153.152(a)(2) and (b).
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter E. Finances › Section 153.205. Requirements to Enforce Conditional Obligation

Sec. 153.205.  REQUIREMENTS TO ENFORCE CONDITIONAL OBLIGATION.  (a)  An obligation of a limited partner of a limited partnership that is subject to a condition may be enforced by the partnership creditor described by Section 153.204 only if the condition is satisfied or waived by or with respect to the limited partner.
(b)  A conditional obligation of a limited partner of a limited partnership includes a contribution payable on a discretionary call of the limited partnership before the time the call occurs.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter E. Finances › Section 153.206. Allocation of Profits and Losses

Sec. 153.206.  ALLOCATION OF PROFITS AND LOSSES.  (a)  The profits and losses of a limited partnership shall be allocated among the partners in the manner provided by a written partnership agreement.
(b)  If a written partnership agreement does not provide for the allocation of profits and losses, the profits and losses shall be allocated:
(1)  in accordance with the current percentage or other interest in the partnership stated in partnership records of the kind described by Section 153.551(a);  or
(2)  if the allocation of profits and losses is not provided for in partnership records of the kind described by Section 153.551(a), in proportion to capital accounts.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter E. Finances › Section 153.207. Right to Distribution

Sec. 153.207.  RIGHT TO DISTRIBUTION.  Subject to Section 153.210, when a partner becomes entitled to receive a distribution, the partner has with respect to the distribution the status of and is entitled to all remedies available to a creditor of the limited partnership.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter E. Finances › Section 153.208. Sharing of Distributions

Sec. 153.208.  SHARING OF DISTRIBUTIONS.  (a)  A distribution of cash or another asset of a limited partnership shall be made to a partner in the manner provided by a written partnership agreement.
(b)  If a written partnership agreement does not provide otherwise, a distribution that is a return of capital shall be made on the basis of the agreed value, as stated in the partnership records required to be maintained under Section 153.551(a), of the contribution made by each partner to the extent that the contribution has not been returned.  A distribution that is not a return of capital shall be made in proportion to the allocation of profits as determined under Section 153.206.
(c)  Unless otherwise defined by a written partnership agreement, in this section, "return of capital" means a distribution to a partner to the extent that the partner's capital account, immediately after the distribution, is less than the amount of that partner's contribution to the partnership as reduced by a prior distribution that was a return of capital.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter E. Finances › Section 153.209. Interim Distributions

Sec. 153.209.  INTERIM DISTRIBUTIONS.  Except as otherwise provided by this section and Section 153.210, a partner is entitled to receive a distribution from a limited partnership to the extent and at the time or on the occurrence of an event specified in the partnership agreement before:
(1)  the partner withdraws from the partnership;  and
(2)  the winding up of the partnership business.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter F. Partnership Interest › Section 153.251. Assignment of Partnership Interest

Sec. 153.251.  ASSIGNMENT OF PARTNERSHIP INTEREST.  (a)  Except as otherwise provided by the partnership agreement, a partnership interest is assignable wholly or partly.
(b)  Except as otherwise provided by the partnership agreement, an assignment of a partnership interest:
(1)  does not require the winding up of a limited partnership;
(2)  does not entitle the assignee to become, or to exercise rights or powers of, a partner; and
(3)  entitles the assignee to be allocated income, gain, loss, deduction, credit, or similar items and to receive distributions to which the assignor was entitled to the extent those items are assigned.
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. 124, eff. September 1, 2007.