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Senate Bill 847 |
Senate Author: Carona |
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Effective: 9-1-13 |
House Sponsor: Oliveira |
Senate Bill 847 amends the Business Organizations Code to remove the requirement that a restated certificate of formation with new amendments identify by reference or description each added, altered, or deleted provision.
Senate Bill 847 authorizes a partnership agreement for a general partnership or a limited partnership or the certificate of formation or company agreement for a limited liability company to provide for the limitation or elimination of a governing person's liability to the same extent certain state law permits the limitation or elimination of a governing person's liability by a certificate of formation or similar instrument for a domestic entity other than a partnership or limited liability company.
Senate Bill 847 specifies that a general partnership, rather than any kind of partnership, is exempt from the requirement that a domestic entity send a written notice of the winding up of the domestic entity to each known claimant against the domestic entity. The bill authorizes a company agreement of a limited liability company or a partnership agreement to provide rights to any person, including a third party, to the extent provided by the agreement.
Senate Bill 847 expands the general powers of a series established by a limited liability company's company agreement and grants such a series and the governing person and officer associated with the series certain powers and rights granted with respect to other filing entities to the extent that such powers and rights are not inconsistent with other provisions governing the series. The bill establishes that, for the purposes of the Texas Limited Liability Company Law, a series is not a separate domestic entity or organization.
Senate Bill 847 repeals a provision of the Business & Commerce Code specifying that a partnership is insolvent under the Uniform Fraudulent Transfer Act if the sum of the partnership's debts is greater than the aggregate, at a fair evaluation, of all of the partnership's assets and the sum of the excess of the value of each general partner's nonpartnership assets over the partner's nonpartnership debts.