House Bill 1154 amends provisions of the Texas Limited Liability Company Act, the Texas Revised Limited Partnership Act, and the Texas Revised Partnership Act relating to dissolutions, conversions, and mergers that involve filings with the secretary of state by limited liability companies (LLCs) and partnerships. The bill clarifies procedures for dissolution of an LLC before commencement of business, and it specifies who may conclude the affairs of an LLC after termination of the membership of its last remaining member. The bill also requires the secretary of state, except in certain cases, to regard a limited partnership as continuing in existence until a certificate of cancellation is filed.
The bill establishes a procedure for revocation of voluntary cancellation of a domestic limited partnership. It allows a limited partnership, not later than 120 days from the date a certificate of cancellation is filed with the secretary of state, to revoke the certificate by written consent of all partners unless such action is prohibited by a written partnership agreement. Once revocation of the certificate of cancellation is authorized by the partners, the limited partnership must deliver a certificate of revocation of cancellation to the secretary of state for filing not later than 120 days from the date the certificate of cancellation is issued. The bill sets forth certain requirements for the certificate of revocation of cancellation and certain actions that a limited partnership may take once the certificate is filed. It specifies that if the limited partnership's name is the same as or deceptively similar to a name already on file or reserved or registered with the secretary of state, the secretary of state is required to issue the certificate only if the partnership amends its certificate of limited partnership to change its name.
Regarding conversions, the bill sets forth certain requirements related to filings with the secretary of state and issuance of a certificate of conversion, and it removes language relating to the withdrawal of a partner on conversion of a limited partnership. Regarding mergers, the bill provides for certifying certain information in a statement as an alternative to filing the plan of merger in executing a certificate of merger, and it defines "merger."