reglab/statecodes huggingface dataset:
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter F. Partnership Interest › Section 153.252. Rights of Assignor

Sec. 153.252.  RIGHTS OF ASSIGNOR.  (a)  Except as otherwise provided by the partnership agreement, until the assignee becomes a partner, the assignor partner continues to be a partner in the limited partnership.  The assignor partner may exercise any rights or powers of a partner, except to the extent those rights or powers are assigned.
(b)  Except as otherwise provided by the partnership agreement, on the assignment by a general partner of all of the general partner's rights as a general partner, the general partner's status as a general partner may be terminated by the affirmative vote of a majority-in-interest of the limited 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 F. Partnership Interest › Section 153.253. Rights of Assignee

Sec. 153.253.  RIGHTS OF ASSIGNEE.  (a)  An assignee of a partnership interest, including the partnership interest of a general partner, may become a limited partner if and to the extent that:
(1)  the partnership agreement provides;  or
(2)  all partners consent.
(b)  An assignee who becomes a limited partner, to the extent of the rights and powers assigned, has the rights and powers and is subject to the restrictions and liabilities of a limited partner under a partnership agreement and this code.
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 153.254. Liability of Assignee

Sec. 153.254.  LIABILITY OF ASSIGNEE.  (a)  Until an assignee of the partnership interest in a limited partnership becomes a partner, the assignee does not have liability as a partner solely as a result of the assignment.
(b)  Unless otherwise provided by a written partnership agreement, an assignee who becomes a limited partner:
(1)  is liable for the obligations of the assignor to make contributions as provided by Sections 153.202-153.204;
(2)  is not obligated for liabilities unknown to the assignee at the time the assignee became a limited partner and that could not be ascertained from a written partnership agreement;  and
(3)  is not liable for the obligations of the assignor under Sections 153. 105, 153.112, and 153.162.
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 153.255. Liability of Assignor

Sec. 153.255.  LIABILITY OF ASSIGNOR.  Regardless of whether an assignee of a partnership interest becomes a limited partner, the assignor is not released from the assignor's liability to the limited partnership under Subchapter E and Sections 153.105, 153.112, and 153.162.
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 153.256. Partner's Partnership Interest Subject to Charging Order

Sec. 153.256.  PARTNER'S PARTNERSHIP INTEREST SUBJECT TO CHARGING ORDER.  (a)  On application by a judgment creditor of a partner or of any other owner of a partnership interest, a court having jurisdiction may  charge the partnership interest of the judgment debtor to satisfy the judgment.
(b)  To the extent that the partnership interest is charged in the manner provided by Subsection (a), the judgment creditor has only the right to receive any distribution to which the judgment debtor would otherwise be entitled in respect of the partnership interest.
(c)  A charging order constitutes a lien on the judgment debtor's partnership interest.  The charging order lien may not be foreclosed on under this code or any other law.
(d)  The entry of a charging order is the exclusive remedy by which a judgment creditor of a partner or of any other owner of a partnership interest may satisfy a judgment out of the judgment debtor's partnership interest.
(e)  This section does not deprive a partner or other owner of a partnership interest of a right under exemption laws with respect to the judgment debtor's partnership interest.
(f)  A creditor of a partner or of any other owner of a partnership interest does not have the right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the limited partnership.
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. 125, eff. September 1, 2007.
Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 53, eff. September 1, 2009.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter F. Partnership Interest › Section 153.257. Exemption Laws Applicable to Partnership Interest Not Affected

Sec. 153.257.  EXEMPTION LAWS APPLICABLE TO PARTNERSHIP INTEREST NOT AFFECTED.  Section 153.256 does not deprive a partner of the benefit of an exemption law applicable to that partner's partnership interest.
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 G. Reports › Section 153.301. Periodic Report

Sec. 153.301.  PERIODIC REPORT.  The secretary of state may require a domestic limited partnership or a foreign limited partnership registered to transact business in this state that is not required to file a public information report with the comptroller under Section 171.203, Tax Code, to file a report not more than once every four years as required by this subchapter.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2015, 84th Leg., R.S., Ch. 1097 (H.B. 2891), Sec. 2, eff. January 1, 2016.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter G. Reports › Section 153.302. Form and Contents of Report

Sec. 153.302.  FORM AND CONTENTS OF REPORT.  (a)  The report must:
(1)  include:
(A)  the name of the limited partnership;
(B)  the state or territory under the laws of which the limited partnership is formed;
(C)  the address of the registered office of the limited partnership in this state and the name of the registered agent at that address;
(D)  the address of the principal office in the United States where records are to be kept or made available under Sections 153.551 and 153.552;  and
(E)  the name, mailing address, and street address of the business or residence of each general partner;
(2)  be made on a form adopted by the secretary of state for that purpose;  and
(3)  be signed on behalf of the limited partnership by at least one general partner.
(b)  The information contained in the report must be given as of the date of the execution of the report.
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 G. Reports › Section 153.303. Filing Fee

Sec. 153.303.  FILING FEE.  The filing fee for the report is as provided by Chapter 4.
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 G. Reports › Section 153.304. Delivery of Report

Sec. 153.304.  DELIVERY OF REPORT.  The report must be delivered to the secretary of state not later than the 30th day after the date on which notice is mailed under Section 153.305.
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 G. Reports › Section 153.305. Action by Secretary of State

Sec. 153.305.  ACTION BY SECRETARY OF STATE.  (a)  The secretary of state shall send a notice that the report required by Section 153.301 is due.
(b)  The notice must be:
(1)  addressed to the limited partnership;  and
(2)  mailed to:
(A)  the registered office of the limited partnership;
(B)  the last known address of the limited partnership as it appears on record in the office of the secretary of state;  or
(C)  any other known place of business of the limited partnership.
(c)  The secretary of state shall include with the notice a copy of a report form to be prepared and filed as provided by this subchapter.
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 G. Reports › Section 153.306. Effect of Filing Report

Sec. 153.306.  EFFECT OF FILING REPORT.  (a)  If the secretary of state finds that the report complies with this subchapter, the secretary shall:
(1)  accept the report for filing;
(2)  acknowledge to the limited partnership the filing of the report;  and
(3)  update the records of the secretary of state's office to reflect:
(A)  a reported change in the address of the registered office or principal office, or in the business or residence address of a general partner;  and
(B)  a reported change in the name of the registered agent.
(b)  The filing of a report under Section 153.301 does not relieve the limited partnership of the requirement to file an amendment to the certificate of formation required under Section 153.051 or 153.052, except that the limited partnership is not required to file an amendment to change the information specified in Subsection (a)(3).
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 G. Reports › Section 153.307. Effect of Failure to File Report

Sec. 153.307.  EFFECT OF FAILURE TO FILE REPORT.  (a)  A domestic or foreign limited partnership that fails to file a report under Section 153.301 when the report is due forfeits the limited partnership's right to transact business in this state.  A forfeiture under this section takes effect without judicial ascertainment.
(b)  When the right to transact business has been forfeited under this section, the secretary of state shall note that the right to transact business has been forfeited and the date of forfeiture on the record kept in the secretary's office relating to 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 G. Reports › Section 153.308. Notice of Forfeiture of Right to Transact Business

Sec. 153.308.  NOTICE OF FORFEITURE OF RIGHT TO TRANSACT BUSINESS.  Notice of the forfeiture under Section 153.307 shall be mailed to the limited partnership at:
(1)  the registered office of the limited partnership;
(2)  the last known address of the limited partnership;  or
(3)  any other place of 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 G. Reports › Section 153.309. Effect of Forfeiture of Right to Transact Business

Sec. 153.309.  EFFECT OF FORFEITURE OF RIGHT TO TRANSACT BUSINESS.  (a)  Unless the right of the limited partnership to transact business is revived in accordance with Section 153.310:
(1)  the limited partnership may not maintain an action, suit, or proceeding in a court of this state;  and
(2)  a successor or assignee of the limited partnership may not maintain an action, suit, or proceeding in a court of this state on a right, claim, or demand arising from the transaction of business by the limited partnership in this state.
(b)  The forfeiture of the right to transact business in this state does not:
(1)  impair the validity of a contract or act of the limited partnership;  or
(2)  prevent the limited partnership from defending an action, suit, or proceeding in a court of this state.
(c)  This section and Sections 153.307 and 153.308 do 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. 54, eff. September 1, 2009.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter G. Reports › Section 153.310. Revival of Right to Transact Business

Sec. 153.310.  REVIVAL OF RIGHT TO TRANSACT BUSINESS.  (a)  A limited partnership that forfeits the right to transact business in this state as provided by Section 153.309 may be relieved from the forfeiture by filing the required report not later than the 120th day after the date of mailing of the notice of forfeiture under Section 153.308, accompanied by the filing fees as provided by Chapter 4.
(b)  If a limited partnership complies with Subsection (a), the secretary of state shall:
(1)  revive the right of the limited partnership to transact business in this state;
(2)  cancel the note regarding the forfeiture;  and
(3)  note the revival and the date of revival on the record kept in the secretary's office relating to 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 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter K. Supplemental Winding Up and Termination Provisions › Section 153.503. Powers of Person Conducting Wind Up

Sec. 153.503.  POWERS OF PERSON CONDUCTING WIND UP.  (a)  After the occurrence of an event requiring winding up of a limited partnership and until the filing of a certificate of termination as provided by Section 11.101, unless a written partnership agreement provides otherwise, a person winding up the limited partnership's business in the name of and on behalf of the limited partnership may take the actions specified in Sections 11.052 and 11.053.
(b)  The acts described by Subsection (a) do not create a liability for a limited partner that did not exist before an action to wind up the business of the partnership was taken.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 94, eff. January 1, 2006.
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 127, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter K. Supplemental Winding Up and Termination Provisions › Section 153.504. Disposition of Assets

Sec. 153.504.  DISPOSITION OF ASSETS.  On the winding up of a limited partnership, its assets shall be paid or transferred as follows:
(1)  to the extent otherwise permitted by law, to creditors, including partners who are creditors other than solely because of the application of Section 153.207, for the payment or the making of reasonable provision for payment to satisfy the liabilities of the limited partnership;
(2)  unless otherwise provided by the partnership agreement, to partners and former partners to satisfy the partnership's liability for distributions under Section 153.111 or 153.209; and
(3)  unless otherwise provided by the partnership agreement, to partners first for the return of their capital and second with respect to their partnership interests, in the proportions provided by Sections 153.208(a) and (b).
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. 55, eff. September 1, 2011.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter K. Supplemental Winding Up and Termination Provisions › Section 153.505. Approval of Reinstatement

Sec. 153.505.  APPROVAL OF REINSTATEMENT.  To approve a reinstatement of a limited partnership under Section 11.202, all of the remaining partners, or another group or percentage of partners as specified by the partnership agreement, must agree in writing to reinstate and continue the business of the limited partnership.
Added by Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 128, eff. September 1, 2007.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter L. Miscellaneous Provisions › Section 153.551. Records

Sec. 153.551.  RECORDS.  (a)  A domestic limited partnership shall maintain the following records in its principal office in the United States or make the records available in that office not later than the fifth day after the date on which a written request under Section 153.552(a) is received:
(1)  a current list that states:
(A)  the name and mailing address of each partner, separately identifying in alphabetical order the general partners and the limited partners;
(B)  the last known street address of the business or residence of each general partner;
(C)  the percentage or other interest in the partnership owned by each partner; and
(D)  if one or more classes or groups are established under the partnership agreement, the names of the partners who are members of each specified class or group;
(2)  a copy of:
(A)  the limited partnership's federal, state, and local information or income tax returns for each of the partnership's six most recent tax years;
(B)  the partnership agreement and certificate of formation; and
(C)  all amendments or restatements;
(3)  copies of any document that creates, in the manner provided by the partnership agreement, classes or groups of partners;
(4)  an executed copy of any powers of attorney under which the partnership agreement, certificate of formation, and all amendments or restatements to the agreement and certificate have been executed;
(5)  unless contained in the written partnership agreement, a written statement of:
(A)  the amount of the cash contribution and a description and statement of the agreed value of any other contribution made by each partner;
(B)  the amount of the cash contribution and a description and statement of the agreed value of any other contribution that the partner has agreed to make in the future as an additional contribution;
(C)  the events requiring additional contributions to be made or the date on which additional contributions are to be made;
(D)  the events requiring the winding up of the limited partnership; and
(E)  the date on which each partner in the limited partnership became a partner; and
(6)  books and records of the accounts of the limited partnership.
(b)  All books and records required to be maintained by a limited partnership under this section may be maintained in any form and manner permitted under Section 3.151(b).
(c)  A limited partnership shall keep in its registered office in this state and make available to a partner on reasonable request the street address of its principal office in the United States in which the records required by this section are maintained or made available.
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. 129, eff. September 1, 2007.
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 56, eff. September 1, 2011.
Acts 2019, 86th Leg., R.S., Ch. 658 (S.B. 1859), Sec. 14, eff. September 1, 2019.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter L. Miscellaneous Provisions › Section 153.552. Examination of Records

Sec. 153.552.  EXAMINATION OF RECORDS.  (a)  On written demand stating a proper purpose, a partner or an assignee of a partnership interest in a limited partnership is entitled to examine and copy, at a reasonable time at the partnership's principal office identified under Section 153.551 or other location approved by the partnership and the partner or assignee, any records of the partnership, whether in written or other tangible form, which are reasonably related to and appropriate to examine and copy for that proper purpose.
(b)  The examination and copying under Subsection (a) may be conducted by the partner or assignee or through an agent, accountant, or attorney.  An agent, accountant, or attorney who conducts an examination and copying under this section is subject to any obligations of the partner or assignee with respect to the records made available for examination and copying.
(c)  On written request by a partner or an assignee of a partnership interest, the partnership shall provide to the requesting partner or assignee without charge copies of:
(1)  the partnership agreement and certificate of formation and all amendments or restatements; and
(2)  any tax return described by Section 153.551(a)(2).
(d)  A demand or request made by a partner or assignee under Subsection (a) or (c) must be made to:
(1)  the person who is designated to receive the demand or request in the partnership agreement at the address designated in the partnership agreement; or
(2)  if there is no designation, a general partner at the partnership's principal office in the United States.
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. 57, eff. September 1, 2023.
2023 Texas Statutes › Business Organizations Code › Title 4 - Partnerships › Chapter 153 - Limited Partnerships › Subchapter L. Miscellaneous Provisions › Section 153.5521. Penalty for Refusal to Permit Examination of Certain Records

Sec. 153.5521.  PENALTY FOR REFUSAL TO PERMIT EXAMINATION OF CERTAIN RECORDS.  (a)  A limited partnership that refuses to allow a partner or assignee of a partnership interest to examine and copy, on written request that complies with Section 153.552(a), records or other information described by that section is liable to the partner or assignee for any cost or expense, including attorney's fees, incurred in enforcing the partner's or assignee's rights under Section 153.552.  The liability imposed on a limited partnership under this subsection is in addition to any other damages or remedy afforded to the partner or assignee by law.
(b)  It is a defense to an action brought under this section that the person suing:
(1)  has improperly used information obtained through a prior examination of the records or other information of the limited partnership or any other limited partnership under Section 153.552; or
(2)  was not acting in good faith or for a proper purpose in making the person's request for examination.
Added by Acts 2017, 85th Leg., R.S., Ch. 74 (S.B. 1517), Sec. 15, eff. September 1, 2017.