GEC C.S.H.B. 1633 75(R) BILL ANALYSIS BUSINESS & INDUSTRY C.S.H.B. 1633 By: Brimer 3-28-97 Committee Report (Substituted) BACKGROUND In 1991, Texas passed the first Limited Liability Partnership Act in the nation. Since that time, at least 47 states and the District of Columbia have enacted provisions for domestic limited liability partnerships or the qualification of foreign limited liability partnerships. The majority of these states address the issue of out-of-state limited liability partnerships and require the qualifications or registration of foreign limited liability partnerships transacting business in the state. Many states provide for civil penalties for noncompliance by the foreign limited liability partnership. Texas is now in the minority by not requiring registration of foreign partnerships. PURPOSE The bill requires foreign limited liability partnerships that transact business in the state to register or qualify with the Secretary of State. The foreign limited liability partnership would be required to have and maintain a registered agent and a registered office address in Texas for the purposes of service of process. In addition, provisions in the bill provide civil penalties for noncompliance. The foreign limited liability partnership will be required to re-qualify each year in order to maintain its qualified status, putting the foreign limited liability partnership on the same footing as a domestic limited liability partnership is this respect. The filing fee for a foreign limited liability partnership will be $200 per partner not to exceed $750 per partnership. RULEMAKING AUTHORITY It is the committee's opinion that this bill does not expressly grant any additional rulemaking authority to a state officer, department, agency or institution. SECTION BY SECTION ANALYSIS SECTION 1. Amends Section 1.01, Texas Revised Partnership Act. This section conforms language in TRPA to parallel provisions in the national Uniform Partnership Act (1994). SECTION 2. The TRPA is amended to add a new Article X relating to qualifications of foreign limited liability partnerships. The present Article X relating to the application of the act and miscellaneous matters is renumbered Article XI. SECTION 3. (a) Effective date: September 1, 1997. (b) This Act shall not effect any action or proceeding commenced before the effective date. SECTION 4. Emergency clause. COMPARISON OF ORIGINAL TO SUBSTITUTE SECTION 2. The committee substitute to House Bill 1633: $750 is intended as a ceiling on the fee charged for registering a L.L.P. In the bill as introduced, $750 is presented as a floor. The Texas Revised Partnership Act. Sec. 10.02. STATEMENT OF FOREIGN QUALIFICATION. Page 6, line 13 & 14. Subsection (c). Page 7, line 18 & 19. Subsection (g). Page 8, line 19 & 20. Subsection (k)