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)