TEXAS LIMITED PARTNERSHIPS
BUSINESS ORGANIZATIONS CODE
§ 153.001. DEFINITION.
In this chapter, "other limited partnership provisions" means the provisions of Title 1 and Chapters 151 and 154, to the extent applicable to limited partnerships.
§ 153.002. CONSTRUCTION.
(a) This chapter and the other limited partnership provisions shall be applied and construed to effect its general purpose to make uniform the law with respect to limited partnerships among states that have similar laws.
(b) The rule that a statute in derogation of the common law is to be strictly construed does not apply to this chapter and the other limited partnership provisions.
§ 153.003. APPLICABILITY OF OTHER LAWS.
(a) Except as provided by Subsection (b), in a case not provided for by this chapter and the other limited partnership provisions, the provisions of Chapter 152 governing partnerships that are not limited partnerships and the rules of law and equity govern.
(b) The powers and duties of a limited partner shall not be governed by a provision of Chapter 152 that would be inconsistent with the nature and role of a limited partner as contemplated by this chapter.
(c) A limited partner shall not have any obligation or duty of a general partner solely by reason of being a limited partner.
§ 153.004. NONWAIVABLE TITLE 1 PROVISIONS.
(a) Except as provided by this section, the following provisions of Title 1 may not be waived or modified in the partnership agreement of a limited partnership:
(1) Chapter 1, if the provision is used to interpret a provision or define a word or phrase contained in a § listed in this subsection;
(2) Chapter 2, other than § 2.104(c)(2), 2.104(c)(3), or 2.113;
(3) Chapter 3, other than Subchapters C and E of that chapter and § 3.151 (provided, that in all events a partnership agreement may not validly waive or modify § 153.551 or unreasonably restrict a partner's right of access to books and records under § 153.552); or
(4) Chapter 4, 5, 10, 11, or 12, other than § 11.058.
(b) A provision listed in Subsection (a) may be waived or modified in the partnership agreement if the provision that is waived or modified authorizes the limited partnership to waive or modify the provision in the limited partnership's governing documents.
(c) A provision listed in Subsection (a) may be modified in the partnership agreement if the provision that is modified specifies:
(1) the person or group of persons who are entitled to approve a modification; or
(2) the vote or other method by which a modification is required to be approved.
§ 153.005. WAIVER OR MODIFICATION OF RIGHTS OF THIRD PARTIES.
A provision in this title or in that part of Title 1 applicable to a limited partnership that grants a right to a person, other than a general partner, a limited partner, or assignee of a partnership interest in a limited partnership, may be waived or modified in the partnership agreement of the limited partnership only if the person consents to the waiver or modification.
SUPPLEMENTAL PROVISIONS REGARDING AMENDMENT TO CERTIFICATE OF FORMATION
§ 153.051. REQUIRED AMENDMENT TO CERTIFICATE OF FORMATION.
(a) A general partner shall file a certificate of amendment reflecting the occurrence of one or more of the following events not later than the 30th day after the date on which the event occurred:
(1) the admission of a new general partner;
(2) the withdrawal of a general partner;
(3) a change in the name of the limited partnership; or
(4) except as provided by §§ 5.202 and 5.203, a change in:
(A) the address of the registered office; or
(B) the name or address of the registered agent of the limited partnership.
(b) A general partner who becomes aware that a statement in a certificate of formation was false when made or that a matter described in the certificate has changed, making the certificate false in any material respect, shall promptly amend the certificate to make it accurate.
§ 153.052. DISCRETIONARY AMENDMENT TO CERTIFICATE OF FORMATION.
(a) A certificate of formation may be amended at any time for a proper purpose as determined by the general partners.
(b) A certificate of formation may be amended to state the name, mailing address, and street address of the business or residence of each person winding up the limited partnership's affairs if, after an event requiring the winding up of a limited partnership but before the limited partnership is reconstituted or a certificate of termination is filed as provided by § 11.101:
(1) the certificate of formation has been amended to reflect the withdrawal of all general partners; or
(2) a person who is not shown on the certificate of formation as a general partner is carrying out the winding up of a limited partnership's affairs.
(c) If the certificate of formation is amended under Subsection (b), each person winding up the limited partnership's affairs shall execute and file the certificate of amendment. A person winding up the partnership's affairs is not subject to liability as a general partner because of the filing of the certificate of amendment.
(d) A general partner who is not winding up the limited partnership's affairs is not required to execute and file a certificate of amendment as provided by this section.
§ 153.053. RESTATED CERTIFICATE OF FORMATION.
(a) The general partners may adopt at any time a restated certificate of formation that does not contain an amendment to the certificate of formation.
(b) A restated certificate of formation that contains an amendment to the certificate of formation may be adopted at any time for a proper purpose as determined by the general partners.