VERNON'S TEXAS CIVIL STATUTES
TITLE 105. PARTNERSHIPS AND JOINT STOCK COMPANIES
CHAPTER 1. PARTNERSHIPS
Art. 6132a-1. Texas Revised Limited Partnership Act
Text of article effective until January 1, 2010
ARTICLE 1. GENERAL PROVISIONS
Short title
Sec. 1.01. This Act may be cited as the Texas Revised Limited
Partnership Act.
Definitions
Sec. 1.02. In this Act:
(1) "Capital account" means, unless otherwise provided in a written
partnership agreement, the amount of a partner's original
contribution to a limited partnership, which consists of cash and
the agreed value of any other contribution to the partnership,
increased by the amount of additional contributions made by that
partner and allocations to that partner of partnership profits and
decreased by the amount of distributions to that partner and
allocations to that partner of partnership losses.
(2) "Contribution" means the cash, property, services rendered, or
promissory note or other obligation of a person to pay cash or
transfer property to the limited partnership that a person
contributes to a limited partnership in the person's capacity as a
partner, but does not include cash or property received by the
partnership with respect to a promissory note or other obligation
to the extent that the agreed value of the note or obligation has
previously been included as a contribution.
(3) "Foreign limited partnership" means a partnership formed under
the laws of another state and having as partners one or more general
partners and one or more limited partners.
(4) "General partner" means a person who has been admitted to a
limited partnership as a general partner in accordance with the
partnership agreement.
(5) "Limited partner" means a person who has been admitted to a
limited partnership as a limited partner as provided by Section
3.01 of this Act or, in the case of a foreign limited partnership,
in accordance with the laws of the state under which the limited
partnership is organized.
(6) "Limited partnership" means a partnership formed by two or more
persons under the laws of Texas and having one or more general
partners and one or more limited partners.
(7) "Majority in interest," unless otherwise provided in a written
partnership agreement, means, as to all or any specified group of
limited partners, partners who own more than 50 percent of the then
current percentage or other interest in the profits of the limited
partnership owned by all of the limited partners or by the limited
partners in the specified group, as appropriate.
(8) "Merger" means (a) the division of a domestic limited
partnership into two or more new domestic limited partnerships or
into a surviving limited partnership and one or more new domestic or
foreign limited partnerships or other entities, or (b) the
combination of one or more domestic limited partnerships with one
or more domestic or foreign limited partnerships or other entities
resulting in (i) one or more surviving domestic or foreign limited
partnerships or other entities, (ii) the creation of one or more new
domestic or foreign limited partnerships or other entities, or
(iii) one or more surviving domestic or foreign limited
partnerships or other entities and the creation of one or more new
domestic or foreign limited partnerships or other entities.
(9) "Partner" means a limited or general partner.
(10) "Partnership agreement" means any agreement, written or oral,
of the partners as to the affairs of a limited partnership and the
conduct of its business.
(11) "Partnership interest" means a partner's interest in a limited
partnership, including the right to receive distributions of
partnership assets and the right to receive allocations of income,
gain, loss, deduction, or credit of the partnership.
(12) "Person" includes an individual, business trust, registered
limited liability partnership, association, limited liability
company, government, governmental subdivision, governmental
agency, governmental instrumentality, partnership, limited
partnership, trust, estate, corporation, custodian, trustee,
executor, administrator, nominee, or any other legal or commercial
entity in its own or a representative capacity, regardless of
whether the entity is formed under the laws of this state or any
other jurisdiction.
(13) "Return of capital" means, unless otherwise provided in a
written partnership agreement, any 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 prior distributions
that were a return of capital.
(14) "State" means the District of Columbia or the Commonwealth of
Puerto Rico or any state, territory, possession, or other
jurisdiction of the United States.
Partnership Name
Sec. 1.03. Except as provided by Section 2.14(a)(3) of this Act, the
name of a limited partnership as stated in its certificate of
limited partnership, a reserved or registered name, or the name
under which a foreign limited partnership is permitted to register
to do business in Texas as contained in its application for
registration as a foreign limited partnership must contain the
words "Limited Partnership," "Limited," or the abbreviation "LP,"
"L.P.," or "Ltd." as the last words or letters of its name and may
not:
(1) contain the name of a limited partner unless:
(A) that name is also the name of a general partner; or
(B) the business of the limited partnership or foreign limited
partnership had been carried on under that name before the
admission of that limited partner;
(2) contain a word or phrase indicating or implying that it is
organized other than for a purpose stated in its partnership
agreement;
(3) be the same as or deceptively similar to the name of a
corporation, limited liability company, or limited partnership
that exists under the laws of Texas, that has a certificate of
authority to transact business as a foreign corporation or limited
liability company in Texas, or that is registered as a foreign
limited partnership in Texas, or a name that has been reserved or
registered for a corporation, limited liability company, limited
partnership, or foreign limited partnership under the laws of
Texas, except that a limited partnership or foreign limited
partnership may adopt, reserve, or register, as appropriate, a name
that is similar if written consent is obtained from the
corporation, limited liability company, limited partnership, or
foreign limited partnership having the name considered similar or
from the person for whom the name considered similar is reserved or
registered in the office of the secretary of state; or
(4) contain a word or phrase indicating or implying that it is a
corporation.
Reservation of name
Sec. 1.04. (a) The exclusive right to the use of a name may be
reserved by:
(1) a person intending to organize a limited partnership under this
Act and adopt that name;
(2) a domestic limited partnership or a foreign limited partnership
registered in Texas that proposes to change its name to that name;
(3) a foreign limited partnership intending to register in Texas
and adopt that name; or
(4) a person intending to organize a foreign limited partnership
and intending to have it registered in this state and adopt that
name.
(b) A specified name may be reserved by filing with the secretary of
state an application executed by the applicant or an attorney or
agent of the applicant, together with a duplicate copy of the
application, which need not be an executed original or a photocopy
of an executed original, and paying the applicable filing fee. If
the secretary of state finds that the name is available for use by a
domestic or foreign limited partnership, the secretary of state
shall reserve the name for the exclusive use of the applicant for a
period of 120 days. An applicant may reserve the same name for one
or more successive 120-day periods by filing a new application and
paying the applicable filing fee. The right to the exclusive use of
a reserved name may be transferred to another person by filing with
the secretary of state a notice of the transfer executed by the
applicant for whom the name was reserved that specifies the name and
address of the transferee and paying the applicable filing fee.
(c) A person for whom a specified limited partnership name has been
reserved pursuant to Subsection (b) of this section may, during the
period for which the name is reserved, terminate the reservation by
filing with the secretary of state an application for cancellation
of reservation of limited partnership name and paying the
applicable fee.
Registered name
Sec. 1.05. (a) A foreign limited partnership not authorized to
transact business in Texas may register a name for use in this state
if the name complies with Section 1.03 of this Act.
(b) A name may be registered under this section by paying the filing
fee and filing with the secretary of state:
(1) an application for registration executed by a general partner
of the foreign limited partnership and setting forth:
(A) the name of the foreign limited partnership;
(B) the state under the laws of which it is formed;
(C) the date of its formation;
(D) a statement that it is carrying on or doing business; and
(E) a brief statement of the nature of the business in which it is
engaged; and
(2) a certificate stating that the foreign limited partnership is
in good standing under the laws of the state under which it is
formed, executed by the secretary of state of that state or by the
state official who has custody of the records pertaining to limited
partnerships formed under the laws of that state.
(c) The registration is effective for one year after the date on
which the application is filed, unless it is voluntarily withdrawn
before expiration by the filing of written notice of withdrawal
with the secretary of state.
(d) A foreign limited partnership that has in effect a registration
of a name may renew that registration by paying the filing fee and
filing an application for renewal with the secretary of state in the
manner prescribed for filing an original application during the
90-day period preceding the expiration date of the registration.
Registered office; registered agent
Sec. 1.06. (a) A limited partnership or foreign limited partnership
subject to this Act shall have and maintain in Texas:
(1) a registered office, which need not be a place of its business
in Texas; and
(2) a registered agent for service of process on the partnership,
which may be:
(A) an individual who is a resident of Texas and whose business
office is the same as the partnership's registered office; or
(B) a person organized under or authorized to transact business in
Texas that has a business office that is the same as the
partnership's registered office.
(b) A limited partnership or foreign limited partnership subject to
this Act may change its registered office, its registered agent, or
both, by paying the filing fee and filing with the secretary of
state a statement and a duplicate copy of the statement, which need
not be an executed original or a photocopy of an executed original.
The statement must contain:
(1) the name of the limited partnership;
(2) the street address of its registered office;
(3) the street address to which its registered office is to be
changed, if applicable;
(4) the name of its registered agent;
(5) the name of its successor registered agent, if applicable;
(6) a provision that the street address of its registered office and
the street address of the business office of its registered agent,
as changed, will be the same; and
(7) a provision that the change was authorized by the limited
partnership.
(c) The statement required by Subsection (b) of this section must be
executed on behalf of the limited partnership or foreign limited
partnership by a general partner. If the secretary of state finds
that the statement conforms to this section, the secretary of
state, on receipt of all applicable filing fees, shall file it in
accordance with Subsection (a) of Section 2.07 of this Act as if it
were a certificate of amendment.
(d) On the filing of the statement by the secretary of state, the
change of address of the registered office, the appointment of a new
registered agent, or both, as the case may be, become effective.
(e) Filing of the statement amends the certificate of limited
partnership or registration as a foreign limited partnership
regarding the information required by Subdivision (2) of Subsection
(a) of Section 2.01 or Subdivision (4) of Subsection (a) of Section
9.02 of this Act, as appropriate.
(f) A registered agent of a limited partnership or foreign limited
partnership may resign by giving written notice to the limited
partnership and to the secretary of state. Notice must be given to
the limited partnership at its last known address and to the last
known address of the attorney or other individual at whose request
the registered agent was appointed for the limited partnership.
Notice, together with a duplicate copy, which need not be an
executed original or a photocopy of an executed original, must be
given to the secretary of state within 10 days after the date of
mailing or delivery of the notice to the limited partnership and
attorney or other individual. The notice to the secretary of state
must include the last known address of the limited partnership, the
statement that written notice of resignation has been given to the
limited partnership, and the date that the notice was given.
(g) On compliance with the requirements for giving written notice
under Subsection (f) of this section, the appointment of an agent
terminates on the 31st day after the date of receipt of the notice
by the secretary of state. If the secretary of state finds that the
written notice conforms to this section, the secretary of state
shall file it in accordance with Subsection (a) of Section 2.07 of
this Act as if it were a certificate of amendment. A fee is not
required for the filing of a resignation under Subsection (f) of
this section.
(h) The location of the registered office in Texas for a limited
partnership or foreign limited partnership may be changed from one
address to another by paying the filing fee to the secretary of
state and filing with the secretary of state a statement and a
duplicate copy, which need not be an executed original or a
photocopy of an executed original. The statement must contain:
(1) the name of the partnership represented by the registered
agent;
(2) the address at which the registered agent has maintained the
registered office;
(3) the new address at which the registered agent will maintain the
registered office; and
(4) a statement that written notice of the change has been given to
the partnership at least 10 days before the date of the filing.
(i) The statement required by Subsection (h) of this section must be
signed by the registered agent or, if the registered agent is a
corporation, by an officer of the corporation. If the registered
agent is simultaneously filing statements for more than one limited
partnership, each statement may contain a facsimile signature in
the execution. If the secretary of state finds that the statement
conforms to this section, the secretary of state, on receipt of the
filing fee, shall file it in accordance with Subsection (a) of
Section 2.07 of this Act as if it were a certificate of amendment.
The address of the registered office of the limited partnership is
changed on the filing of the statement by the secretary of state.
Filing of the statement amends the certificate of limited
partnership or registration as a foreign limited partnership
regarding the information required by Subdivision (2) of Subsection
(a) of Section 2.01 or Subdivision (4) of Subsection (a) of Section
9.02 of this Act, as appropriate, and no further action is required
under Section 2.02 of this Act.
Records to be kept; access to information
Sec. 1.07. (a) A domestic limited partnership shall keep and
maintain the following records in its principal office in the
United States or make them available in that office within five days
after the date of receipt of a written request under Subsection (d)
of this section:
(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 in or under the
partnership agreement, the names of the partners who are members of
each specified class or group;
(2) copies of the limited partnership's federal, state, and local
information or income tax returns for each of the partnership's six
most recent tax years;
(3) a copy of the partnership agreement and certificate of limited
partnership, all amendments or restatements, executed copies of any
powers of attorney under which the partnership agreement,
certificate of limited partnership, and all amendments or
restatements to the agreement and certificate have been executed,
and copies of any document that creates, in the manner provided by
the partnership agreement, classes or groups of partners;
(4) 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, and 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;
(B) the times at which additional contributions are to be made or
events requiring additional contributions to be made;
(C) events requiring the limited partnership to be dissolved and
its affairs wound up; and
(D) the date on which each partner in the limited partnership became
a partner; and
(5) books and records of account of the limited partnership.
(b) A limited partnership shall maintain its records in written
form or in another form capable of conversion into written form
within a reasonable time.
(c) A limited partnership shall keep in its registered office in
Texas and make available to partners on reasonable request the
street address of its principal United States office in which the
records required by this section are maintained or will be
available.
(d) A partner or an assignee of a partnership interest, on written
request stating the purpose, may examine and copy, in person or by
the partner's or assignee's representative, at any reasonable time,
for any proper purpose, and at the partner's expense, records
required to be kept under this section and other information
regarding the business, affairs, and financial condition of the
limited partnership as is just and reasonable for the person to
examine and copy.
(e) On the written request by any partner or an assignee of a
partnership interest made to the person and address designated in
the partnership agreement or, if there is no designation, to a
general partner at the partnership's principal United States
office, the partnership shall provide to the requesting partner or
assignee without charge true copies of:
(1) the partnership agreement and certificate of limited
partnership and all amendments or restatements; and
(2) any of the tax returns described in Subdivision (2) of
Subsection (a) of this section.
Service of process on domestic limited partnership
Sec. 1.08. (a) Each general partner and the registered agent of a
limited partnership are agents of the limited partnership on whom
may be served any process, notice, or demand required or permitted
by law to be served on the limited partnership.
(b) If a limited partnership fails to appoint or maintain a
registered agent in Texas or its registered agent cannot with
reasonable diligence be found at the registered office, and if a
general partner of the limited partnership cannot with reasonable
diligence be found, the secretary of state is an agent of the
limited partnership on whom any process, notice, or demand may be
served. Service on the secretary of state of any process, notice,
or demand may be made by delivering to the secretary of state,
assistant secretary of state, or any clerk having charge of the
corporation department of the secretary of state's office duplicate
copies of the process, notice, or demand. If the process, notice,
or demand is served on the secretary of state, the secretary of
state shall immediately forward one of the copies by registered
mail, addressed to the address of a general partner as it appears on
file with the secretary of state or, if no address appears on file,
at the partnership's last registered office. Service on the
secretary of state is returnable in not less than 30 days.
(c) The secretary of state shall keep a record of any process,
notice, or demand served on the secretary of state under this
section and shall record the time of service and the action taken
with reference to each.
Nature of business permitted
Sec. 1.09. (a) A limited partnership formed under this Act may
engage in any lawful business unless a more limited purpose is
stated in its partnership agreement.
(b) A limited partnership engaging in a business that is subject to
regulation by another Texas statute may be formed under this Act
only if it is not prohibited by the other statute. The limited
partnership is subject to all limitations of the other statute.
(c) A limited partnership engaged as a common carrier in the
pipeline business for transporting oil, oil products, gas, carbon
dioxide, salt brine, fuller's earth, sand, clay, liquefied
minerals, or other mineral solutions has all of the rights and
powers conferred by Sections 111.019 through 111.022, Natural
Resources Code. A limited partnership that is a common carrier as
defined in Section 111.002, Natural Resources Code, has in addition
all of the obligations conferred by Sections 111.001 through
111.025, Natural Resources Code.
Business transactions of partner with partnership
Sec. 1.10. Except as otherwise provided by the partnership
agreement, a partner may lend money to and transact other business
with the limited partnership and, subject to other applicable law,
has the same rights and obligations with respect to those matters as
a person who is not a partner.
ARTICLE 2. FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP
Certificate of limited partnership
Sec. 2.01. (a) To form a limited partnership, the partners must
enter into a partnership agreement (which, in the case of a limited
partnership formed under a plan of merger or a plan of conversion
under Section 2.11 or 2.15 of this Act, may be included in the plan
of merger or plan of conversion) and one or more partners, including
all of the general partners, must execute a certificate of limited
partnership. The filing fee and the certificate shall be filed with
the secretary of state. The certificate must contain:
(1) the name of the limited partnership;
(2) the address of the registered office and the name and address of
the registered agent for service of process required to be
maintained by Section 1.06 of this Act;
(3) the address of the principal office in the United States where
records are to be kept or made available under Section 1.07 of this
Act;
(4) the name, the mailing address, and the street address of the
business or residence of each general partner;
(5) if the limited partnership is being formed pursuant to a plan of
merger or a plan of conversion under Section 2.11 or 2.15 of this
Act, a statement to that effect;
(6) if the limited partnership is being formed pursuant to a plan of
conversion under Section 2.15 of this Act, the name, the address,
the date of formation, and the prior form of organization and
jurisdiction of incorporation or organization of the converting
entity; and
(7) other matters that the general partners determine to include.
(b) Except in the case of a limited partnership formed under a plan
of merger or a plan of conversion under Section 2.11 or 2.15 of this
Act, a limited partnership is formed at the time of the filing of
the initial certificate of limited partnership with the secretary
of state or at a later date or time specified in the certificate if
there has been substantial compliance with the requirements of this
section. In the case of a limited partnership being formed under a
plan of merger or a plan of conversion under Section 2.11 or 2.15 of
this Act, the existence of the limited partnership as a limited
partnership begins on the effectiveness of the merger or the
conversion, as applicable, and the persons to be partners shall
become general or limited partners, as applicable, as of that time.
Amendment to certificate
Sec. 2.02. (a) A certificate of limited partnership may be amended
by paying the filing fee and filing a certificate of amendment with
the secretary of state. The certificate of amendment must set
forth:
(1) the name of the limited partnership; and
(2) the amendment to the certificate.
(b) 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 of the occurrence of the
event:
(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 Subsection (b) or (h) of Section 1.06 of
this Act, a change in the address of the registered office or a
change in the name or address of the registered agent of the limited
partnership.
(c) A general partner who becomes aware that a statement in a
certificate of limited partnership 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.
(d) A certificate of limited partnership may be amended at any time
for any other proper purpose determined by the general partners.
(e) Unless otherwise provided by this Act, a certificate of
amendment is effective when filed with the secretary of state or at
a later date or time specified in the certificate if there has been
substantial compliance with the requirements of this section.
(f) If after the dissolution of a limited partnership but before the
limited partnership is either reconstituted or a certificate of
cancellation is filed as provided in Section 2.03 of this Act,
(i) the certificate of limited partnership has been amended to
reflect the withdrawal of all general partners, then the
certificate of limited partnership may be amended to state the
name, the mailing address and the street address of the business or
residence of each person winding up the limited partnership's
affairs, each of whom shall execute and file the certificate of
amendment, and each of whom is not subject to liability as a general
partner by reason of the amendment, or
(ii) winding up of a limited partnership's affairs is being carried
out by a person who is not shown on the certificate of limited
partnership as a general partner, then the certificate of limited
partnership may be amended to add the name, the mailing address and
the street address of the business or residence of each person
winding up the limited partnership's affairs, each of whom shall
execute and file the certificate of amendment, and each of whom is
not subject to liability as a general partner by reason of the
amendment.
A general partner who is not winding up the limited partnership's
affairs need not execute a certificate of amendment that is
executed and filed as provided by this section.
Certificate of cancellation
Sec. 2.03. (a) A certificate of limited partnership shall be
canceled by paying the filing fee and filing a certificate of
cancellation with the secretary of state:
(1) on the completion of the winding up of the partnership;
(2) when there are no limited partners; or
(3) subject to Subsection (c) of this section, on a merger or
conversion as provided by Subsection (b) of Section 2.11 of this Act
or Subsection (c) of Section 2.15 of this Act.
(b) A certificate of cancellation must contain:
(1) the name of the limited partnership;
(2) the date of the filing of its certificate of limited
partnership;
(3) the reason for filing the certificate of cancellation;
(4) the future effective date or time, which shall be a date or time
certain, of cancellation if it is not to be effective on the filing
of the certificate; and
(5) any other information determined proper by the person filing
the certificate of cancellation.
(c) If, in the case of merger or conversion, one or more limited
partnerships formed under this Act are not the surviving or
resulting domestic limited partnership or partnerships or other
entity or entities, the certificate of merger or conversion filed
under Subsection (d) of Section 2.11 or Subsection (e) of Section
2.15 of this Act is sufficient, without a filing under this section,
to cancel the certificate of limited partnership of those
nonsurviving limited partnerships.
Execution
Sec. 2.04. (a) Each certificate required by this article to be filed
with the secretary of state shall be executed in the following
manner:
(1) an initial certificate of limited partnership or a certificate
of conversion must be signed by all general partners, except for an
initial certificate of limited partnership signed and filed by a
person under Subdivision (1) of Subsection (a) of Section 3.04 of
this Act;
(2) a certificate of amendment or restated certificate must be
signed by at least one general partner and by each other general
partner designated in the certificate of amendment as a new general
partner, unless signed and filed by a person under Subsection (f) of
Section 2.02 of this Act or under Subdivision (1) of Subsection (a)
of Section 3.04 of this Act, but the certificate of amendment need
not be signed by a withdrawing general partner;
(3) a certificate of cancellation must be signed by all general
partners participating in the winding up of the limited
partnership's affairs or, if no general partners are winding up the
limited partnership's affairs, then by all non-partner
liquidators, or, if the limited partners are winding up the limited
partnership's affairs, by a majority in interest of the limited
partners;
(4) a certificate of merger filed on behalf of a domestic limited
partnership must be signed as provided in Subsection (d), Section
2.11 of this Act;
(5) a certificate filed under Section 2.06 of this Act must be
signed by the person designated by the court; and
(6) a certificate of correction must be signed by at least one
general partner.
(b) Any person may sign a certificate or partnership agreement or
amendment or restated certificate by an attorney in fact. A power
of attorney relating to the signing of a certificate or partnership
agreement or amendment or restated certificate by an attorney in
fact need not be sworn to, verified, or acknowledged, and need not
be filed with the secretary of state, but shall be retained with the
partnership records under Section 1.07 of this Act.
(c) The execution of a certificate by a general partner or the
execution of a written statement by a person under Subdivision (2)
of Subsection (a) of Section 3.04 of this Act constitutes an oath or
affirmation, under the penalties for perjury, that, to the best of
the executing party's knowledge and belief, the facts stated in the
certificate or statement are true.
Execution, amendment, or cancellation by judicial order
Sec. 2.05. (a) If a person required by this Act to execute or file a
certificate fails or refuses to do so, another person adversely
affected by that failure or refusal may petition a court of
competent jurisdiction to direct the execution or filing of the
certificate. If the court finds that the execution or filing of the
certificate is proper and that a person required to execute or file
the certificate has failed or refused to do so, the court shall
order the secretary of state to record an appropriate certificate.
This judicial remedy is not a limit on the rights of a person to file
a written statement under Subdivision (2) of Subsection (a) of
Section 3.04 of this Act.
(b) If a person required to execute a partnership agreement fails or
refuses to do so, another person adversely affected by that failure
or refusal may petition a court of competent jurisdiction to direct
the execution of the partnership agreement. If the court finds that
the partnership agreement should be executed and that a person
required to do so has failed or refused to do so, the court shall
enter an order granting appropriate relief.
(c) If a court enters an order in favor of the adversely affected
person requesting relief under this section, the court shall award
to that person reasonable expenses, including reasonable
attorney's fees.
Amendments, mergers, or cancellation under federal reorganization
proceedings
Sec. 2.06. (a) Notwithstanding any other provisions of this Act to
the contrary, to carry out a plan of reorganization ordered or
decreed by a court of competent jurisdiction under federal statute,
a domestic limited partnership being reorganized under a federal
statute may without action by or notice to its partners:
(1) amend or restate its certificate if the certificate after
amendment or restatement contains only provisions of the type
required or permitted in the certificate;
(2) merge or engage in a conversion or an interest exchange with one
or more other domestic or foreign limited partnerships or other
entities pursuant to this Act;
(3) sell, lease, exchange or otherwise dispose of all or
substantially all, of its property and assets; or
(4) cancel its certificate on completion of winding up of the
limited partnership.
(b) The individual or individuals designated by the court, on
behalf of a limited partnership that is being reorganized, may
execute:
(1) an amendment or restatement of the certificate containing:
(A) the name of the limited partnership;
(B) the text of each amendment or restatement approved by the court;
(C) the date of the court's order or decree approving the amendment
or restatement;
(D) the court, file name, and case number of the reorganization case
in which the order or decree was entered; and
(E) a statement that the court had jurisdiction of the case under a
federal statute;
(2) a certificate of merger containing:
(A) the name of the limited partnership;
(B) the information required by Subsection (b) of Section 2.11 of
this Act;
(C) the date of the court's order or decree approving the merger;
(D) the court, file name, and case number of the reorganization case
in which the order or decree was entered; and
(E) a statement that the court had jurisdiction of the case under a
federal statute;
(3) a certificate of cancellation containing:
(A) the name of the limited partnership;
(B) the information required by Section 2.03 of this Act and any
other information permitted by Section 2.03 that the court's order
requires or permits to be included;
(C) the date of the court's order or decree approving the
certificate of cancellation;
(D) the court, file name, and case number of the reorganization case
in which the order or decree was entered; and
(E) a statement that the court had jurisdiction of the case under a
federal statute; or
(4) a certificate of conversion containing:
(A) the name of the limited partnership;
(B) the information required by Subsection (c) of Section 2.15 of
this Act;
(C) the date of the court's order or decree approving the
conversion;
(D) the court, file name, and case number of the reorganization case
in which the order or decree was entered; and
(E) a statement that the court had jurisdiction of the case under a
federal statute.
(c) If a domestic or foreign limited partnership that is not being
reorganized merges or engages in a conversion or an interest
exchange pursuant to a plan of reorganization with a domestic or
foreign limited partnership or other entity that is being
reorganized, Section 2.11 or 2.15 of this Act applies to the
domestic or foreign limited partnership or other entity that is not
being reorganized to the same extent that that section would apply
if the domestic or foreign limited partnership were merging with a
limited partnership that is not being reorganized except as
otherwise provided in the plan of reorganization ordered or decreed
by a court of competent jurisdiction under federal statute.
Subject to satisfaction of the requirements of Section 2.11 or 2.15
of this Act and any other requirements of the plan of merger, a
certificate of merger or conversion shall be signed on behalf of the
entities that are parties to the merger or conversion and shall be
filed with the secretary of state as required by Section 2.11 or
2.15 of this Act.
(d) On endorsement of the certificate by the secretary of state
under Section 2.07 of this Act, the certificate of amendment,
merger, conversion, or cancellation or restated certificate
becomes effective and has the same effect as if it had been adopted
by unanimous action of the general and the limited partners of the
limited partnership being reorganized except as otherwise provided
by this section or by the plan of reorganization ordered or decreed
by a court of competent jurisdiction under federal statute.
(e) This section does not apply after entry of a final decree in the
reorganization proceeding even though the court retains
jurisdiction of the proceeding for limited purposes unrelated to
consummation of the reorganization plan.
(f) This section does not preclude other changes in a limited
partnership or its securities by a plan of reorganization ordered
or decreed by a court of competent jurisdiction under federal
statute.
Filing
Sec. 2.07. (a) The original signed copy and one duplicate copy,
which need not be an executed original or a photocopy of an executed
original, of any document to be filed with the secretary of state
under this Act shall be delivered to the secretary of state. A
person who executed a certificate as an agent or fiduciary need not
exhibit evidence of that person's authority as a prerequisite to
filing. Unless the secretary of state finds that a certificate does
not conform to law, on receipt of all applicable filing fees
required by law the secretary of state shall certify that the
certificate or decree has been filed in the secretary of state's
office by endorsing on the original the word "Filed" and the date of
the filing, file and index the endorsed certificate or decree, and
return the duplicate copy, similarly endorsed, to the person who
filed it or to the person's designated representative. The
secretary of state's endorsement is conclusive of the date of the
filing in the absence of actual fraud.
(b) Any document filed with the secretary of state under this Act is
effective on filing with the secretary of state, except as
permitted by Section 2.12.
(c) Notwithstanding the provisions of Subsection (a) of this
section, the secretary of state shall not provide a filed stamped
duplicate acknowledgment copy of any document required or
authorized to be filed with the secretary of state that is delivered
to the secretary of state without a duplicate copy of the document
attached. If the secretary of state finds that the document
otherwise conforms to law, the original shall be filed and indexed
in the manner provided by Subsection (a) of this section and a
letter acknowledging the filing shall be sent to the person who
filed the document or to the person's designated representative.
Liability for false statement
Sec. 2.08. (a) If a certificate of limited partnership or a
certificate of amendment, merger, or cancellation contains a
materially false statement, fails to state any material fact
required to be included in the certificate by this Act, or is forged
or signed by a person not authorized by the limited partnership to
execute the certificate, a person who did not authorize the
certificate or other document that purports to have been authorized
or a person who suffers loss by reasonable reliance on the statement
or from an omission may recover damages arising from the filing of
the false, forged, or unauthorized certificate from:
(1) any partner or other person who executed the certificate and
knew or, in the case of a general partner, should have known of the
forgery, lack of authorization, or false statement or of the
omission when the certificate was executed; and
(2) any general partner who after execution of the certificate
knows that any arrangement or other fact described in the
certificate is false in a material respect or has changed, making
the statement false in a material respect, or that the certificate
fails to state a material fact required to be included in the
certificate by this Act, if that general partner had sufficient
time to amend or cancel the certificate or to file a petition for
its amendment or cancellation before the statement was reasonably
relied on.
(b) A general partner is not subject to liability for failing to
file the amendment or cancellation of a certificate or failing to
file a petition for its amendment or cancellation under Subdivision
(2) of Subsection (a) of this section if the certificate of
amendment, certificate of cancellation, or petition is filed within
30 days after the date that the general partner first had or should
have had the knowledge that a statement in the certificate was false
in a material respect or that the certificate failed to state a
material fact required to be stated by this Act.
Notice
Sec. 2.09. The fact that a certificate of limited partnership is on
file with the secretary of state is notice that the partnership is a
limited partnership and of all other facts contained in the
certificate as required by Subdivision (1), (2), or (3) of
Subsection (a) of Section 2.01 of this Act.
Restated certificate
Sec. 2.10. (a) A limited partnership may integrate into a single
instrument all of the provisions of its certificate of limited
partnership that are then in effect as a result of a previous filing
with the secretary of state of one or more certificates or other
instruments under this article, and it may also further amend its
certificate of limited partnership by adopting a restated
certificate of limited partnership, paying the filing fee, and
filing the restated certificate with the secretary of state.
(b) If the restated certificate of limited partnership only
restates and integrates provisions but does not amend the initial
certificate of limited partnership, as previously amended or
supplemented under this article, it must be specifically designated
in its heading as a "Restated Certificate of Limited Partnership,"
together with any other words that the partnership considers
appropriate, and must be executed by a general partner and filed
with the secretary of state as provided by Section 2.07 of this Act.
If the restated certificate restates and integrates and amends the
certificate of limited partnership, as previously amended or
supplemented, it must:
(1) be specifically designated in its heading as an "Amended and
Restated Certificate of Limited Partnership," together with any
other words that the partnership considers appropriate;
(2) set forth the amendments made by the amended and restated
certificate;
(3) be executed by at least one general partner and by each other
general partner designated in the restated certificate of limited
partnership as a new general partner; and
(4) be filed with the secretary of state as provided by Section 2.07
of this Act.
(c) A restated certificate of limited partnership must state,
either in its heading or in an introductory paragraph, the limited
partnership's present name and, if it has been changed, the name
under which the limited partnership was originally formed, the date
of filing of its original certificate of limited partnership with
the secretary of state, and the future effective date or time, which
must be a date or time certain, of the restated certificate if it is
not to be effective on the filing of the restated certificate. A
restated certificate must also state that it was duly executed and
is being filed in accordance with this section. If the restated
certificate only restates and integrates and does not amend the
limited partnership's certificate of limited partnership, as
previously amended or supplemented, and there is no discrepancy
between those provisions and the restated certificate, it must also
state that fact.
(d) On the filing of the restated certificate of limited
partnership with the secretary of state, or on the future effective
date or time of a restated certificate of limited partnership as
provided by the certificate, the initial certificate of limited
partnership, as previously amended or supplemented, is superseded,
and the restated certificate of limited partnership, including any
further amendment or changes made by it, is the certificate of
limited partnership of the limited partnership. The original
effective date of formation, however, is not changed.
(e) Any amendment or change made in connection with the restatement
and integration of the certificate of limited partnership is
subject to other provisions of this article that are not
inconsistent with this article, that would apply if a separate
certificate of amendment were filed to effect the amendment or
change.
Merger of limited partnerships; interest exchange
Sec. 2.11. (a) A domestic limited partnership may adopt a plan of
merger and one or more domestic limited partnerships may merge with
one or more domestic or foreign limited partnerships or other
entities if:
(1) the partnership agreement of each domestic limited partnership
that is a party to the plan of merger contains provisions that
authorize the merger provided for in the plan of merger adopted by
the limited partnership;
(2) each domestic limited partnership that is a party to the plan of
merger approves the plan of merger in the manner prescribed in its
partnership agreement;
(3) if one or more foreign limited partnerships or other entities is
a party to the merger or is to be created by the terms of the plan of
merger, (i) the merger is permitted either by the laws under which
each foreign limited partnership and each other entity that is a
party to the merger is formed or organized or by the partnership
agreement or other constituent documents of the foreign limited
partnership or other entity that are not inconsistent with such
laws, and (ii) each foreign limited partnership or other entity
that is a party to the merger complies with such laws or documents
in effecting the merger; and
(4) no limited partner of a domestic limited partnership that is a
party to the merger will, as a result of such merger, become
personally liable for the liabilities or obligations of any other
person or entity unless such limited partner consents to becoming
personally liable by action taken in connection with the specific
plan of merger approved by such domestic limited partnership.
(b) A plan of merger must set forth:
(1) the name and state of domicile of each domestic or foreign
limited partnership or other entity that is a party to the merger
and the name of each domestic or foreign limited partnership or
other entity, if any, that shall survive the merger, which may be
one or more of the domestic or foreign limited partnerships or other
entities party to the merger, and the name and state of domicile of
each new domestic or foreign limited partnership or other entity,
if any, that may be created by the terms of the plan of merger;
(2) the terms and conditions of the merger including, if more than
one domestic or foreign limited partnership or other entity is to
survive or to be created by the terms of the plan of merger, (i) the
manner and basis of allocating and vesting the real estate and other
property of each domestic or foreign limited partnership and of
each other entity that is a party to the merger among one or more of
the surviving or new domestic or foreign limited partnerships and
other entities, and (ii) the manner and basis of allocating all
liabilities and obligations of each domestic or foreign limited
partnership and other entity that is a party to the merger (or
making adequate provision for the payment and discharge thereof)
among one or more of the surviving or new domestic or foreign
limited partnerships and other entities;
(3) the manner and basis of converting any of the partnership
interests or other evidences of ownership of each domestic or
foreign limited partnership and other entity that is a party to the
merger into partnership interests, shares, obligations, evidences
of ownership, rights to purchase securities or other securities of
one or more of the surviving or new domestic or foreign limited
partnerships or other entities, into cash or other property
including shares, obligations, evidences of ownership, rights to
purchase securities or other securities of any other person or
entity or into any combination of the foregoing;
(4) as an exhibit or attachment, the certificate of limited
partnership of any new domestic limited partnership to be created
by the terms of the plan of merger; and
(5) the certificate of limited partnership or other organizational
documents of each other entity that is a party to the merger and
that is to be created by the terms of the plan of merger.
(c) The plan of merger may set forth:
(1) any amendments to the certificate of limited partnership of any
surviving domestic limited partnership; and
(2) any other provisions relating to the merger.
(d) After a plan of merger has been approved by each of the limited
partnerships or other entities that is a party to the plan of
merger, a certificate of merger shall be executed on behalf of each
limited partnership or other entity by at least one general partner
of each domestic limited partnership that is a party to the plan of
merger and by a general partner, officer, agent or other authorized
representative of each other limited partnership or other entity
that is a party to the plan of merger and shall set forth:
(1) the plan of merger or a statement certifying the following:
(A) the name and the state of incorporation, formation, or
organization of each of the parties to the merger and the
organizational form of each new or surviving limited partnership or
other entity;
(B) that a plan of merger has been approved;
(C) any amendments or changes in the certificate of limited
partnership of each surviving domestic limited partnership, or if
no such amendments are desired to be effected by the merger, a
statement to that effect;
(D) the certificate of limited partnership of each new domestic
limited partnership to be formed under the plan of merger;
(E) that an executed plan of merger is on file at the principal
place of business of each surviving or new domestic or foreign
limited partnership or other entity, stating the address thereof;
(F) that a copy or summary of the plan of merger has been or is being
furnished to each partner in each domestic limited partnership that
is a party to the merger at least 20 days before the merger is
effective, unless waived by that partner, or that the domestic
limited partnership has complied with the provisions of its
partnership agreement regarding furnishing partners copies or
summaries of the plan of merger or notices regarding the merger;
and
(G) in the case of a merger with multiple surviving domestic or
foreign limited partnerships or other entities, that a copy of the
plan of merger will be furnished by each new or surviving domestic
or foreign limited partnership or other entity, on written request
and without cost, to any creditor or obligee of the parties to the
merger at the time of the merger if the obligation is then
outstanding; and
(2) as to each domestic or foreign limited partnership or other
entity that is a party to the plan of merger, a statement that the
plan of merger was duly authorized by all action required by the
laws under which it was formed or organized and by its constituent
documents.
(e) The original of the certificate of merger and such number of
copies of the certificate equal to the number of surviving and new
domestic or foreign limited partnerships and other entities that
are a party to the plan of merger or that will be created by the
terms thereof, shall be delivered to the secretary of state. An
equal number of copies of the certificate of limited partnership of
each domestic limited partnership that is to be formed pursuant to
the plan of merger shall also be delivered to the secretary of state
with the articles of merger. Unless the secretary of state finds
that a certificate of merger does not conform to law, on receipt of
all applicable filing fees and franchise taxes, if any, required by
law, or if the plan of merger (or a statement provided in lieu
thereof) provides that one or more of the surviving or new domestic
or foreign limited partnerships or other entities will be
responsible for the payment of all fees and franchise taxes and that
all of the surviving or new domestic or foreign limited
partnerships and other entities will be obligated to pay the fees
and franchise taxes if they are not timely paid, the secretary of
state shall certify that the certificate of merger has been filed in
the secretary of state's office by endorsing on the original the
word "Filed" and the date of the filing, file and index the endorsed
certificate of merger, and return the copy, similarly endorsed, to
each surviving or new domestic or foreign limited partnership or
other entity that is a party to the plan of merger or that is created
thereby, or its or their respective representatives.
(f) Except as provided in Section 2.12 of this Act, the merger shall
be effective upon the issuance of the certificate of merger by the
secretary of state.
(g) When a merger takes effect:
(1) the separate existence of every domestic limited partnership
that is a party to the merger, except any surviving or new domestic
limited partnership, shall cease;
(2) all rights, title, and interests to all real estate and other
property owned by each domestic or foreign limited partnership and
by each other entity that is a party to the merger shall be
allocated to and vested in one or more of the surviving or resulting
entities as provided in the plan of merger without reversion or
impairment, without further act or deed, and without any transfer
or assignment having occurred, but subject to any existing liens or
other encumbrances thereon;
(3) all liabilities and obligations of each domestic or foreign
limited partnership and other entity that is a party to the merger
shall be allocated to one or more of the surviving or new domestic
or foreign limited partnerships and other entities in the manner
set forth in the plan of merger, and each surviving or new domestic
foreign limited partnership, and each surviving or new other entity
to which a liability or obligation shall have been allocated
pursuant to the plan of merger, shall be the primary obligor
therefor and, except as otherwise set forth in the plan of merger or
as otherwise provided by law or contract, no other party to the
merger, other than a surviving domestic or foreign limited
partnership or other entity liable thereon at the time of the merger
and no other new domestic or foreign limited partnership or other
entity created thereby, shall be liable therefor;
(4) a proceeding pending by or against any domestic or foreign
limited partnership or by or against any other entity that is a
party to the merger may be continued as if the merger did not occur,
or the surviving or new domestic or foreign limited partnership or
limited partnerships or the surviving or new other entity or other
entities to which the liability, obligation, asset or right
associated with such proceeding is allocated to and vested in
pursuant to the plan of merger may be substituted in the proceeding;
(5) the certificate of limited partnership of each surviving
domestic limited partnership shall be amended to the extent
provided in the plan of merger;
(6) each new domestic limited partnership, the certificate of
limited partnership of which is set forth in the plan of merger
under Subdivision (4) of Subsection (b) of this section, shall be
formed as a limited partnership under this Act; and each other
entity to be formed or organized under the laws of this State, the
organizational documents of which are set forth in the plan of
merger, shall, upon an executed copy of the certificate of merger
being delivered to or filed with any required governmental entity
with which organizational documents of such another entity are
required to be delivered or filed, and upon meeting such additional
requirements, if any, of law for its formation or organization,
shall be formed or organized as provided in the plan of merger;
(7) the partnership interests of each domestic or foreign limited
partnership and the partnership interests, shares or evidences of
ownership in each other entity that is a party to the merger that
are to be converted or exchanged, in whole or in part, into
partnership interests, shares, obligations, evidences of
ownership, rights to purchase securities or other securities of one
or more of the surviving or new domestic or foreign limited
partnerships or other entities, into cash or other property,
including shares, obligations, evidences of ownership, rights to
purchase securities or other securities of any other person or
entity, or into any combination of the foregoing, shall be so
converted and exchanged and the former partners of each domestic
limited partnership that is a party to the merger shall be entitled
only to the rights provided in the plan of merger;
(8) if the plan of merger shall fail to provide for the allocation
and vesting of the right, title, and interest in any particular item
of real estate or other property or for the allocation of any
liability or obligation of any party to the merger, such item of
real estate or other property shall be owned in undivided interest
by, or such liability or obligation shall be a joint and several
liability and obligation of, each of the surviving and new domestic
and foreign limited partnerships and other entities, pro rata to
the total number of surviving and new domestic and foreign limited
partnerships and other entities resulting from the merger; and
(9) a partner of a domestic or foreign limited partnership that is a
party to a merger does not become personally liable as a result of
the merger for a liability or obligation of another person that is a
party to the merger unless the party consents to becoming
personally liable by action taken in connection with the specific
plan of merger approved by the partner; and for purposes of
determining the liability of partners in a domestic limited
partnership that is a party to the merger for the debts and
obligations of other parties to the merger in which that partner
otherwise was not or is not a partner or other owner of an interest:
(A) a partner who remains in or enters a domestic or foreign limited
partnership or other entity that survives a merger or that enters a
domestic or foreign limited partnership or other entity created by
the terms of the plan of merger shall be treated as an incoming
partner in the new or surviving partnership as of the effective date
of the merger for the purpose of determining the partner's
liability for a debt or obligation of the other partnership or other
entities that are parties to the merger and in which the partner was
not associated; and
(B) a partner in a domestic partnership that is a party to the
merger but that does not survive shall be treated as a partner who
withdrew from the nonsurviving domestic partnership as of the
effective date of the merger.
(h) One or more domestic or foreign limited partnerships or other
entities may adopt a plan of exchange by which a domestic or foreign
limited partnership or other entity acquires all of the outstanding
partnership interests of one or more domestic limited partnerships
in exchange for cash, securities, or other property of the
acquiring domestic or foreign limited partnership or other entity,
if:
(1) the partnership agreement of each domestic limited partnership
the partnership interests of which are to be acquired pursuant to
the plan of exchange contains provisions that authorize the
partnership interest exchange provided for in the plan of exchange
adopted by the limited partnership, and if one or more foreign
limited partnerships or other entities are to issue shares or other
interests as part of the plan of exchange, the issuance of those
shares or other interests is either permitted by the laws under
which that foreign limited partnership or other entity is formed or
not inconsistent with those laws;
(2) each domestic limited partnership the partnership interests of
which are to be acquired pursuant to the plan of exchange approves
the plan of exchange in the manner prescribed in its partnership
agreement; and
(3) each acquiring domestic or foreign limited partnership or other
entity takes all action that may be required by the laws of the
state or country under which it was formed or incorporated and as
required by its partnership agreement or other constituent
documents in order to effect the exchange. No filing with the
secretary of state shall be necessary in order to evidence or effect
such interest exchange with respect to a domestic limited
partnership that is a party to such interest exchange. When an
interest exchange takes effect as provided in the plan of exchange,
the partnership interests of each domestic limited partnership that
are to be acquired pursuant to the plan of exchange shall be deemed
to have been exchanged as provided in the plan of exchange and the
former holders of the partnership interests exchanged pursuant to
the plan of exchange shall be entitled only to the exchange rights
provided in the plan of exchange and the acquiring domestic or
foreign limited partnership or other entity or entities shall be
entitled to all rights, title, and interests with respect to the
partnership interests so acquired and exchanged subject to the
provisions in the plan of exchange.
(i) For purposes of this section, the term "other entity" means any
entity, whether organized for profit or not, that is a corporation,
limited partnership (other than a domestic or foreign limited
partnership), general partnership, limited liability company,
joint venture, joint stock company, cooperative, association,
bank, insurance company or other legal entity organized pursuant to
the laws of this state or any other state or country to the extent
such laws or the constituent documents of that entity, not
inconsistent with such laws, permit that entity to enter into a
merger or partnership interest exchange as permitted by this
section.
Delayed effectiveness of certain filings
Sec. 2.12. A. The effectiveness of (i) the certificate of limited
partnership of a limited partnership under this Act, (ii) an
amendment to a certificate of limited partnership, (iii) the
restatement of a certificate of limited partnership, (iv) a merger,
(v) a certificate of cancellation, (vi) the registration or
cancellation of registration of a foreign limited partnership to
transact business in this State, (vii) an amendment to the
registration of a foreign limited partnership, (viii) a change in
registered office or registered agent, (ix) a change of address of a
registered agent (each such act or document being a "Permitted
Act"), and (x) a conversion may be made effective as of a time and
date after the time and date otherwise provided in this Act or may
be made effective upon the occurrence of events or facts that may
occur in the future, which events or facts may include future acts
of any person or entity, if:
(1) the certificate, statement, application, or other filing that
is required by this Act to be filed with the Secretary of State to
make effective such Permitted Act clearly and expressly sets forth,
in addition to any other statement or information required to be set
forth therein, (i) the time and date on which such Permitted Act is
to become effective or (ii) if such Permitted Act is to become
effective upon the occurrence of events or facts that may occur in
the future, (a) the manner in which such events or facts shall
operate to cause such Permitted Act to become effective and (b) the
date of the 90th day after the date of the filing of such
certificate, statement, application or other filing; and either
(2) If in the case of a Permitted Act that is to become effective as
of a time or date after the time and date otherwise provided in this
Act, such subsequent time and date is not more than 90 days after
the date of the filing of the certificate, statement, application,
or other filing that is otherwise required by this Act to be filed
with the Secretary of State to make effective such Permitted Act and
(iii) the time on which the Permitted Act is to become effective is
not midnight or 12:00 p.m.; and
(3) Permitted Act that is to be made effective upon the occurrence
of events or facts that may occur in the future, other than the mere
passage of time, a statement that all such events or facts upon
which the effectiveness of such Permitted Act is conditioned have
been satisfied or waived, and of the date on which such condition
was satisfied or waived is filed with the Secretary of State within
90 days of the date of the filing of the certificate, statement,
application or other filing that is otherwise required by this Act
for such Permitted Act to become effective.
B. The statement required by Section A(1)(b) of this Section 2.12
shall be executed on behalf of each domestic or foreign limited
partnership or other entity that was required to execute the
certificate, statement, application, or other filing that is
otherwise required by this Act to be filed with the Secretary of
State to make effective such Permitted Act by an officer or other
duly authorized representative, including a general partner, an
officer or duly authorized representative of any successor domestic
or foreign limited partnership or other entity, and an original and
a copy thereof shall be filed with the Secretary of State.
C. If any Permitted Act is to become made effective as of a time or
date after the time and date otherwise provided in this Act for such
Permitted Act to become effective, notwithstanding any other
provision of this Act to the contrary, such Permitted Act shall, to
the extent permitted by this Section 2.12, become effective as of
such subsequent time and date and any certificate issued by the
Secretary of State upon the filing of the certificate, statement,
application or other filing that is otherwise required by this Act
for such Permitted Act to become effective shall expressly set
forth the time and date upon which such Permitted Act is to become
effective.
D. If any Permitted Act is to be made effective upon the occurrence
of events or facts that may occur in the future, other than the mere
passage of time, and the statement required by Section A(1)(b) of
this Section 2.12 is filed with the Secretary of State within the
time prescribed therein, such Permitted Act shall become effective
as of the time and date on which the latest specified event or fact
shall have occurred or the time and date on which such condition is
otherwise satisfied or waived. Any certificate issued or notation,
acknowledgment or other statement made by the Secretary of State
upon the filing of the certificate, statement, application or other
filing that is otherwise required by this Act for such Permitted Act
to become effective shall state that "The effectiveness of the
action to which this instrument relates is conditioned upon the
occurrence of certain facts or events described in the filing to
which this instrument relates" or shall make reference in such
manner as the Secretary of State shall approve to the fact that the
effectiveness of the action is so conditioned. The time and date on
which a condition to the effectiveness or a Permitted Act is
satisfied or waived as set forth in a statement filed with the
Secretary of State pursuant to Section A(1)(b) of this Section 2.12
shall be conclusively required as the time and date on which such
condition was satisfied or waived for purposes of this Section.
E. If the effectiveness of any Permitted Act is conditioned upon the
occurrence of events or facts that may occur in the future, other
than the mere passage of time, and the statement required by Section
A(1)(b) of this Section 2.12 is not filed with the Secretary of
State within the time prescribed therein, such Permitted Act shall
not become effective unless there is subsequently filed with the
Secretary of State the certificate, statement, application, or
other filing required by this Act to be filed with the Secretary of
State to make effective such Permitted Act.
F. If a certificate of limited partnership, a certificate of
amendment or cancellation, a judicial decree of amendment or
cancellation, a certificate of merger, a certificate of conversion,
a restated certificate or any other document permitted to be filed
pursuant to this Act with the Secretary of State has been filed but
the event or transaction evidenced thereby has not become
effective, such filing may be abandoned in accordance with the
agreement of the parties thereto and, if so abandoned, a
certificate of abandonment, signed on behalf of each domestic and
foreign limited partnership or other entity that is a party to the
event or transaction by any general partner, an officer or other
duly authorized representative, stating the nature, date of filing
and parties to the filing to be abandoned and that the event or
transaction has been abandoned in accordance with the agreement of
the parties, is filed with the Secretary of State prior to the
effectiveness of the event or transaction in accordance with the
terms of the document so filed. Upon the filing of such statement
by the Secretary of State, the event or transaction evidenced by the
original filing shall be deemed abandoned and shall not become
effective.
Procedure to correct inaccurate or defective instrument
Sec. 2.13. (a) Whenever any instrument authorized to be filed by a
domestic or foreign limited partnership with the secretary of state
under this Act has been filed and is an inaccurate record of the
action referred to in the instrument, contains an inaccurate or
erroneous statement, or was defectively or erroneously executed,
sealed, acknowledged, or verified, the instrument may be corrected
by a certificate of correction.
(b) The certificate of correction shall:
(1) set forth the name of the limited partnership;
(2) identify the instrument to be corrected by description and the
date of its filing with the secretary of state;
(3) identify the inaccuracy, error, or defect to be corrected; and
(4) set forth a statement in corrected form of the portion of the
instrument to be corrected.
(c)(1) After the issuance of the certificate of correction by the
secretary of state, the instrument as corrected is considered to
have been filed on the date the original instrument was filed except
as provided by Paragraph (2) of this Subsection (c).
(2) As to persons who are adversely affected by the correction, the
instrument as corrected is considered to have been filed on the date
the certificate of correction was filed.
(3) Any certificate issued by the secretary of state before an
instrument is corrected, with respect to the effect of filing the
original instrument, is considered to be applicable to the
instrument as corrected as of the date the instrument as corrected
is considered to have been filed pursuant to this Subsection (c).
Limited partnership as registered limited liability partnership
Sec. 2.14. (a) A limited partnership is a registered limited
liability partnership as well as a limited partnership if it:
(1) registers as a registered limited liability partnership as
provided by Section 3.08(b), Texas Revised Partnership Act, as
permitted by its partnership agreement or, if its partnership
agreement does not include provisions for becoming a registered
limited liability partnership, with the consent of partners
required to amend its partnership agreement;
(2) complies with Section 3.08(d), Texas Revised Partnership Act;
and
(3) has as the last words or letters of its name the words "Limited
Partnership" or the abbreviation "Ltd." followed by the words
"registered limited liability partnership" or "limited liability
partnership" or the abbreviation "LLP" or "L.L.P."
(b) In applying Section 3.08(b), Texas Revised Partnership Act, to
a limited partnership:
(1) an application to become a registered limited liability
partnership or to withdraw a registration must be executed by at
least one general partner; and
(2) all other references to partners mean general partners only.
(c) If a limited partnership is a registered limited liability
partnership, Section 3.08(a), Texas Revised Partnership Act,
applies to its general partners and to any of its limited partners
who, under other provisions of this Act, are liable for the debts or
obligations of the limited partnership.
Conversion
Sec. 2.15. (a) A domestic limited partnership may adopt a plan of
conversion and convert to a foreign limited partnership or any
other entity if:
(1) the converting entity acts on and its partners approve a plan of
conversion in the manner prescribed by Section 2.11 of this Act as
if the conversion were a merger to which the converting entity were
a party and not the survivor;
(2) the conversion is permitted by, or not inconsistent with, the
laws of the state or country in which the converted entity is to be
incorporated, formed, or organized and the incorporation,
formation, or organization of the converted entity is effected in
compliance with such laws;
(3) at the time the conversion becomes effective, each partner of
the converting entity will, unless otherwise agreed to by that
partner, own an equity interest or other ownership or security
interest in, and be a shareholder, partner, member, owner or other
security holder of, the converted entity;
(4) no limited partner of the domestic limited partnership will, as
a result of the conversion, become personally liable, without the
limited partner's consent, for the liabilities or obligations of
the converted entity; and
(5) the converted entity shall be incorporated, formed, or
organized as part of or pursuant to the plan of conversion.
(b) Any foreign limited partnership or other entity may adopt a plan
of conversion and convert to a domestic limited partnership if:
(1) the conversion is permitted by the laws of the state or country
in which the foreign limited partnership is formed, if a foreign
limited partnership is converting;
(2) the conversion is either permitted by the laws under which the
other entity is formed or organized or by the constituent documents
of the other entity that are not inconsistent with the laws of the
state or country in which the other entity is formed or organized,
if another entity is converting; and
(3) the converting entity takes all action that may be required by
the laws of the state or country under which it is incorporated,
formed, or organized and by its constituent documents to effect the
conversion.
(c) A plan of conversion shall set forth:
(1) the name of the converting entity and the converted entity;
(2) a statement that the converting entity is continuing its
existence in the organizational form of the converted entity;
(3) a statement as to the type of entity that the converted entity
is to be and the state or country under the laws of which the
converted entity is to be incorporated, formed, or organized;
(4) the manner and basis of converting the partnership interests,
shares, or other evidences of ownership of the converting entity
into partnership interests, shares, or other evidences of ownership
or securities of the converted entity, or any combination thereof;
(5) in an attachment or exhibit, the certificate of limited
partnership of the domestic limited partnership, if the converted
entity is a domestic limited partnership; and
(6) in an attachment or exhibit, the certificate of limited
partnership, articles of incorporation, or other organizational
documents of the converted entity, if the converted entity is not a
domestic limited partnership.
(d) A plan of conversion may set forth such other provisions
relating to the conversion not inconsistent with law, including the
initial partnership agreement of the converted entity if the
converted entity is a partnership.
(e) If a plan of conversion has been approved in accordance with the
preceding provisions of this section and has not been abandoned,
articles of conversion shall be executed by the converting entity
by a partner, officer, or other duly authorized representative
thereof and shall set forth:
(1) the plan of conversion or a statement certifying the following:
(A) the name, the state or country of incorporation, formation, or
organization of the converting entity and the organizational form
of the converting entity;
(B) that a plan of conversion has been approved;
(C) that an executed plan of conversion is on file at the principal
place of business of the converting entity, stating the address
thereof, and that an executed plan of conversion will be on file,
from and after the conversion, at the principal place of business of
the converting entity, stating the address thereof; and
(D) that a copy of the plan of conversion will be furnished by the
converting entity (prior to the conversion) or the converted entity
(after the conversion), on written request and without cost, to any
member of the converting entity or the converted entity; and
(2) a statement that the approval of the plan of conversion was duly
authorized by all action required by the laws under which the
converting entity was incorporated, formed, or organized and by its
constituent documents.
(f) Except as otherwise provided by Section 2.14 of this Act, on the
issuance of the certificate of conversion by the secretary of
state, the conversion of a converting entity shall be effective.
(g) When a conversion of a converting entity takes effect:
(1) the converting entity shall continue to exist, without
interruption, but in the organizational form of the converted
entity rather than in its prior organizational form;
(2) all rights, title, and interests to all real estate and other
property owned by the converting entity shall continue to be owned
by the converted entity in its new organizational form without
reversion or impairment, without further act or deed, and without
any transfer or assignment having occurred, but subject to any
existing liens or other encumbrances thereon;
(3) all liabilities and obligations of the converting entity shall
continue to be liabilities and obligations of the converted entity
in its new organizational form without impairment or diminution by
reason of the conversion;
(4) all rights of creditors or other parties with respect to or
against the prior interest holders or other owners of the
converting entity in their capacities as such in existence as of the
effective time of the conversion will continue in existence as to
those liabilities and obligations and may be pursued by such
creditors and obligees as if the conversion did not occur;
(5) a proceeding pending by or against the converting entity or by
or against any of the converting entity's interest holders or
owners in their capacities as such may be continued by or against
the converted entity in its new organizational form and by or
against the prior interest holders or owners, as the case may be,
without any need for substitution of parties;
(6) the partnership interests, shares, and other evidences of
ownership in the converting entity that are to be converted into
partnership interests, shares, evidences of ownership, or other
securities in the converted entity as provided in the plan of
conversion shall be so converted, and if the converting entity is a
domestic limited partnership, the former holders of shares in the
domestic limited partnership shall be entitled only to the rights
provided in the plan of conversion;
(7) if, after the effectiveness of the conversion, a shareholder,
partner, member, or other owner of the converted entity would be
liable under applicable law in such capacity for the debts or
obligations of the converted entity, such shareholder, partner,
member, or other owner of the converted entity shall be liable for
the debts and obligations of the converting entity that existed
before the conversion takes effect only to the extent that such
shareholder, partner, member, or other owner:
(A) agreed in writing to be liable for such debts or obligations;
(B) was liable under applicable law, prior to the effectiveness of
the conversion, for such debts or obligations; or
(C) by becoming a shareholder, partner, member, or other owner of
the converted entity, becomes liable under applicable law for
existing debts and obligations of the converted entity;
(8) if the converted entity is a foreign limited partnership or
other entity, such converted entity shall be deemed to appoint the
secretary of state as its agent for service of process in a
proceeding to enforce any obligation or the rights of dissenting
members of the converting domestic limited partnership; and
(9) if the converting limited partnership is a domestic limited
partnership, the provisions of Section 2.11 of this Act shall apply
as if the converted entity were the survivor of a merger with the
converting entity.
(h) For purposes of this section:
(1) "Conversion" means the continuance of:
(A) a domestic limited partnership as, and in the organizational
form of, a foreign limited partnership or other entity; or
(B) a foreign limited partnership or other entity as, and in the
organizational form of, a domestic limited partnership.
(2) "Converted entity" means any domestic or foreign limited
partnership or other entity to which a converting entity has
converted or intends to convert as permitted by this section.
(3) "Converting entity" means any domestic or foreign limited
partnership or other entity that has converted or intends to
convert as permitted by this section.
(4) "Other entity" means any entity, whether organized for profit
or not, that is a corporation, partnership (other than a limited
partnership or a general partnership (including a joint venture)
governed by the Texas Revised Partnership Act (Article 6132b-1.01
et seq., Vernon's Texas Civil Statutes)), limited liability
company, joint stock company, cooperative, association, bank,
insurance company, or other legal entity organized pursuant to the
laws of this state or any other state or country.
ARTICLE 3. LIMITED PARTNERS
Admission of limited partners
Sec. 3.01. (a) In connection with the formation of a limited
partnership, a person acquiring a limited partnership interest
becomes a limited partner on the latter of:
(1) the date of formation of the limited partnership; or
(2) the date stated in the records of the limited partnership as the
date that the person becomes a limited partner or, if no date is
stated in those records, on the date that the person's admission is
first reflected in the records of the limited partnership.
(b) After the formation of a limited partnership, a person becomes a
new limited partner:
(1) in the case of a person acquiring a partnership interest
directly from the limited partnership, on compliance with the
provisions of the partnership agreement governing admission of new
limited partners or, if the partnership agreement contains no
relevant admission provisions, on the written consent of all
partners; and
(2) in the case of an assignee of a partnership interest, as
provided by Subsection (a) of Section 7.04 of this Act.
(c) Any person may be a limited partner unless the person lacks
capacity apart from this Act.
Classes and voting
Sec. 3.02. (a) A written partnership agreement may establish
classes or groups of one or more limited partners having certain
expressed relative rights, powers, and duties, including voting
rights, and may provide for the future creation, in the manner
provided in the partnership agreement, of additional classes or
groups of limited partners having certain relative rights, powers,
or duties, including voting rights, expressed either in the
partnership agreement or at the time of creation. The rights,
powers, or duties of a class or group may be senior to those of one
or more existing classes or groups of limited partners.
(b) A written partnership agreement that grants or makes provision
for granting to any of its limited partners a right to vote may
contain provisions relating to:
(1) notice of the time, place, or purpose of a meeting at which a
matter is to be voted on by any limited partners;
(2) waiver of a notice;
(3) action by consent without a meeting;
(4) the establishment of a record date;
(5) quorum requirements;
(6) voting in person or by proxy; or
(7) any other matter relating to the exercise of the right to vote.
(c) Prompt notice of the taking of an action under an agreement that
requires less than unanimous written consent of the limited
partners and that may be taken without a meeting shall be given to
the limited partners who have not consented in writing to the taking
of the action.
(d) For the purposes of this section, the taking of an action
includes amending the limited partnership agreement or creating,
under provisions of the partnership agreement, a class of limited
partnership interests that was not previously outstanding.
Liability to third parties
Sec. 3.03. (a) Except as provided by Subsection (d) of this section,
a limited partner is not liable for the obligations of a limited
partnership unless the limited partner is also a general partner
or, 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. However, if the limited partner does
participate in the control of the business, the limited partner is
liable only to persons who transact business with the limited
partnership reasonably believing, based on the limited partner's
conduct, that the limited partner is a general partner.
(b) For the purposes of this section, a limited partner does not
participate in the control of the business by virtue of the limited
partner's having or acting in one or more of the following
capacities or possessing or exercising one or more of the following
powers:
(1) acting as a contractor for or an agent or employee of the
limited partnership or of a general partner, an officer, director,
or stockholder of a corporate general partner, a partner of a
partnership that is a general partner of the limited partnership, a
member or manager of a limited liability company that is a general
partner of the limited partnership, or in a similar capacity with
any other person that is a general partner;
(2) consulting with or advising a general partner on any matter,
including the business of the limited partnership;
(3) acting as surety, guarantor, or endorser for the limited
partnership, to guarantee or assume one or more specific
obligations of the limited partnership, or to provide collateral
for borrowings of the limited partnership;
(4) calling, requesting, attending, or participating in a meeting
of the partners or the limited partners;
(5) winding up a limited partnership under Section 8.04 of this Act;
(6) taking any action required or permitted by law to bring, or
pursue, or settle or otherwise terminate a derivative action in the
right of the limited partnership;
(7) serving on a committee of the limited partnership or the limited
partners; or
(8) proposing, approving, or disapproving, by vote or otherwise,
one or more of the following matters:
(A) the dissolution and winding up of the limited partnership or an
election to reconstitute the limited partnership or an election to
continue the business of the limited partnership;
(B) the sale, exchange, lease, mortgage, assignment, pledge, or
other transfer of, or granting of a security interest in, an asset
or assets of the limited partnership;
(C) the incurring, renewal, refinancing, or payment or other
discharge of indebtedness by the limited partnership;
(D) a change in the nature of the business of the limited
partnership;
(E) the admission, removal, or retention of a general partner;
(F) the admission, removal, or retention of a limited partner;
(G) a transaction or other matter involving an actual or potential
conflict of interest;
(H) an amendment to the partnership agreement or certificate of
limited partnership;
(I) if the limited partnership is qualified as an investment
company under the federal Investment Company Act of 1940 (15 U.S.C.
Section 80a-1 et seq.), as amended, any matter required by the
Investment Company Act of 1940, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder,
to be approved by the holders of beneficial interests in an
investment company including:
(i) electing directors or trustees of the investment company;
(ii) approving or terminating investment advisory or underwriting
contracts;
(iii) approving auditors; and
(iv) acting on any other matters that the Investment Company Act of
1940 (15 U.S.C. Section 80a-1 et seq.) requires to be approved by
the holders of beneficial interests in the investment company;
(J) indemnification of a general partner under Article 11 of this
Act;
(K) any other matter stated in the partnership agreement;
(L) exercising a right or power granted or permitted to limited
partners under this Act and not specifically enumerated in this
subsection; or
(M) the merger of a limited partnership.
(c) The enumeration in Subsection (b) of this section does not mean
that having or acting in other capacities or possessing or
exercising other powers by a limited partner constitutes
participation by that limited partner in the control of the
business of the limited partnership.
(d) A limited partner who knowingly permits that limited partner's
name to be used in the name of the limited partnership, except under
circumstances permitted by Subdivision (1) of Section 1.03 of this
Act is liable to creditors who extend credit to the limited
partnership without actual knowledge that the limited partner is
not a general partner.
(e) This section does not create rights of limited partners. Those
rights may be created only by the certificate, partnership
agreement, or other sections of this Act.
Person erroneously believing himself a limited partner
Sec. 3.04. (a) Except as provided by Subsection (c) of this section,
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 by reason 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 limited partnership or
certificate of amendment to be executed and filed;
(2) files or causes to be filed with the secretary of state in
accordance with Subsection (a) of Section 2.07 of this Act a written
statement entitled "Filing Pursuant to Subdivision (2) of
Subsection (a) of Section 3.04, Texas Revised Limited Partnership
Act" containing:
(A) the name of the partnership;
(B) the name and mailing address of the person signing the written
statement;
(C) a statement that the person signing the written statement
acquired a limited partnership interest in the partnership;
(D) a statement that the person signing the written statement has
made an effort to cause a general partner of the partnership to file
an accurate certificate of limited partnership required by this Act
and that the general partner has failed or refused to do so; and
(E) a statement that the written statement is being filed pursuant
to this subdivision and that the person signing the written
statement is claiming status as a limited partner of the
partnership named in the writing; 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.
(b) A written statement filed under Subdivision (2) of Subsection
(a) of this section is effective for 180 days. If a certificate
described by Subdivision (1) of Subsection (a) of this section has
not been filed on or before the expiration of the 180-day period,
the person filing the statement has no further protection from
liability under Subdivision (2) of Subsection (a) and to be
protected under this section must, within 10 days after the date of
expiration of the 180-day period, withdraw under Subdivision (3) of
Subsection (a) of this section or bring an action under Section 2.05
of this Act to compel the execution and filing of a certificate of
limited partnership or amendment. If an action is brought within
the applicable period and is diligently prosecuted to conclusion,
the person bringing it continues to be protected from liability
under Subdivision (2) of Subsection (a) until the action is finally
decided adversely to that person. This section does not protect a
person from liability that arises under Section 3.03 of this Act.
(c) A person who makes a contribution in the circumstances
described by Subsection (a) of this section is liable as a general
partner, whether or not Subsection (a) or (b) of this section would
otherwise apply, to any third party who transacts business with the
partnership before the taking of an action under Subsection (a) if:
(1) the contributor knew or should have known 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.
(d) This section does not protect a person from liability that
arises under Section 3.03 of this Act.
(e) More than one person claiming limited partnership status under
this section may sign a written statement filed under Subdivision
(2) of Subsection (a) of this section.
ARTICLE 4. GENERAL PARTNERS
Admission of General Partners
Sec. 4.01. (a) After the formation of a limited partnership,
additional general partners may be admitted as provided in a
written partnership agreement or, if a written partnership
agreement does not provide for the admission of additional general
partners, with the written consent of all partners.
(b) Any person may be a general partner unless the person lacks
capacity apart from this Act.
(c)(1) If provided in a written partnership agreement, a person may
be admitted as a general partner in a limited partnership,
including as the sole general partner, and acquire a partnership
interest in the limited partnership without:
(A) making a contribution to the limited partnership; or
(B) assuming an obligation to make a contribution to the limited
partnership.
(2) If provided in a written partnership agreement, 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.
(d) Nothing contained in this section limits or otherwise affects
the provisions of Section 4.03 of this Act.
Events of withdrawal
Sec. 4.02. (a) A person ceases to be a general partner of a limited
partnership on the occurrence of any of the following events of
withdrawal:
(1) the general partner withdraws as a general partner from the
limited partnership as provided by Section 6.02 of this Act;
(2) the general partner ceases to be a general partner of the
limited partnership as provided by Section 7.02 of this Act;
(3) the general partner is removed as a general partner in
accordance with the partnership agreement;
(4) unless otherwise provided in a written partnership agreement,
or with the written consent of all partners, the general partner:
(A) makes a general assignment for the benefit of creditors;
(B) files a voluntary bankruptcy petition;
(C) becomes the subject of an order for relief or is declared
insolvent in any federal or state bankruptcy or insolvency
proceeding;
(D) files a petition or answer seeking for the general partner a
reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under any law;
(E) files an answer or other pleading admitting or failing to
contest the material allegations of a petition filed against the
general partner in a proceeding of the type described in Paragraphs
(A) through (D) of this subdivision; or
(F) seeks, consents to, or acquiesces in the appointment of a
trustee, receiver, or liquidator of the general partner or of all or
any substantial part of the general partner's properties;
(5) unless otherwise provided in a written partnership agreement or
with the written consent of all partners, 120 days expire after the
date of the commencement of a proceeding against the general
partner seeking reorganization, arrangement, composition,
readjustment, liquidation, dissolution, or similar relief under
any law if the proceeding has not been previously dismissed, or 90
days expire after the date of the appointment, without the general
partner's consent or acquiescence, of a trustee, receiver, or
liquidator of the general partner or of all or any substantial part
of the general partner's properties if the appointment has not
previously been vacated or stayed, or 90 days expire after the date
of expiration of a stay, if the appointment has not previously been
vacated;
(6) in the case of a general partner who is a natural person:
(A) the general partner's death; or
(B) the entry by a court of competent jurisdiction adjudicating the
general partner mentally incompetent to manage the general
partner's person or property;
(7) unless otherwise provided in a written partnership agreement or
with the written consent of all partners in the case of a general
partner that is a trust, the commencement of winding up activities
intended to conclude in the termination of the trust, but not merely
the substitution of a new trustee;
(8) unless otherwise provided in a written partnership agreement or
with the written consent of all partners in the case of a general
partner that is a separate partnership, the dissolution and
commencement of winding up of the separate partnership;
(9) unless otherwise provided in a written partnership agreement or
with the written consent of all partners in the case of a general
partner that is a corporation, the filing of a certificate of
dissolution or its equivalent for the corporation or the revocation
of its charter and the expiration of 90 days after the date of
notice to the corporation of revocation without a reinstatement of
its charter; or
(10) in the case of a general partner that is an estate, the
distribution by the fiduciary of the estate's entire interest in
the limited partnership.
(b) A general partner who suffers an event that with the passage of
the specified period becomes an event of withdrawal under
Subdivision (4) or (5) of Subsection (a) of this section shall
notify the other partners of the event within 30 days after the date
of occurrence of the event of withdrawal.
General powers and liabilities
Sec. 4.03. (a) Except as provided by this Act or a partnership
agreement, a general partner of a limited partnership has the
rights and powers and is subject to the restrictions of a partner in
a partnership without limited partners.
(b) Except as provided by this Act, a general partner of a limited
partnership has the liabilities of a partner in a partnership
without limited partners to persons other than the partnership and
the other partners. Except as provided by this Act or in the
partnership agreement, a general partner of a limited partnership
has the liabilities of a partner in a partnership without limited
partners to the partnership and to the other partners.
Contributions by and distributions to a general partner
Sec. 4.04. A general partner of a limited partnership may make
contributions to, be allocated profits and losses of, and receive
distributions from the limited partnership as a general partner, a
limited partner, or both. A person who is both a general partner
and a limited partner has the rights and powers and is subject to
the restrictions and liabilities, of a general partner and, except
as otherwise provided by the partnership agreement or this Act, 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.
Classes and voting
Sec. 4.05. (a) A written partnership agreement may establish
classes or groups of one or more general partners having certain
expressed relative rights, powers, and duties, including voting
rights, and may provide for the future creation of additional
classes or groups of general partners having certain relative
rights, powers, and duties, including voting rights, expressed in
the partnership agreement or at the time of creation of the class or
group. The rights, powers, or duties may be senior to those of one
or more existing classes or groups of general partners.
(b) A written partnership agreement that grants or makes provision
for granting to any of its general partners a right to vote may
contain provisions relating to giving notice of the time, place, or
purpose of a meeting at which a matter is to be voted on by any
general partners, waiver of notice, action by consent without a
meeting, the establishment of a record date, quorum requirements,
voting in person or by proxy, or any other matter relating to the
exercise of the right to vote.
ARTICLE 5. FINANCE
Form of Contribution
Sec. 5.01. The contribution of a partner may consist of any tangible
or intangible benefit to the limited partnership or other property
of any kind or nature, including cash, a promissory note, services
performed, a contract for services to be performed, other interests
in or securities of the limited partnership, or interests in or
securities of any other limited partnership, domestic or foreign,
or other entity.
Liability for contribution obligations
Sec. 5.02. (a) A promise by a limited partner to make a contribution
to, or otherwise pay cash or transfer property to, a limited
partnership is not enforceable unless set out 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 otherwise pay cash or transfer
property to a limited partnership, notwithstanding the partner's
death, disability, or other change in circumstances. If a partner
or a partner's legal representative or successor does not make a
contribution or other payment of cash or transfer of 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 that portion of the agreed value, as stated
in the partnership agreement or in the partnership records required
to be kept under Section 1.07 of this Act, of the contribution
represented by the amount of cash that has
