By Solomons H.B. No. 1633
A BILL TO BE ENTITLED
1-1 AN ACT
1-2 relating to the authority of a foreign limited liability
1-3 partnership to transact business in this state.
1-4 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
1-5 SECTION 1. Section 1.01, Texas Revised Partnership Act
1-6 (Article 6132b-1.01, Vernon's Texas Civil Statutes), is amended to
1-7 read as follows:
1-8 Sec. 1.01. GENERAL DEFINITIONS. In this Act:
1-9 (1) "Business" means a trade, occupation, profession,
1-10 or other commercial activity.
1-11 (2) "Capital account" means the amount of a partner's
1-12 original contribution to a partnership, which consists of cash and
1-13 the agreed value of any other contribution to the partnership,
1-14 increased by the amount of additional contributions made by that
1-15 partner and by profits credited to that partner under Section
1-16 4.01(b), and decreased by the amount of distributions to that
1-17 partner and by losses charged to that partner under Section
1-18 4.01(b).
1-19 (3) "Court" means a court and judge having
1-20 jurisdiction in the case.
1-21 (4) "Debtor in bankruptcy" means a person who is the
1-22 subject of:
1-23 (A) an order for relief under Title 11 of the
1-24 United States Code or a comparable order under a successor statute
2-1 of general application; or
2-2 (B) a comparable order under federal, [or]
2-3 state, or foreign law governing insolvency.
2-4 (5) "Distribution" means a transfer of cash or other
2-5 property from a partnership to:
2-6 (A) a partner in the partner's capacity as a
2-7 partner; or
2-8 (B) the partner's transferee.
2-9 (6) "Event of withdrawal" or "withdrawal" means an
2-10 event specified by Section 6.01(b).
2-11 (7) "Event requiring a winding up" means an event
2-12 specified by Section 8.01.
2-13 (8) "Foreign limited partnership" means a partnership
2-14 formed under the laws of another state and having as partners one
2-15 or more general partners and one or more limited partners.
2-16 (9) "Foreign limited liability partnership" means a
2-17 partnership that:
2-18 (A) is formed under laws other than the laws of
2-19 Texas; and
2-20 (B) has the status of a registered limited
2-21 liability partnership under those laws.
2-22 (10) "Majority-in-interest" means, as to all of or a
2-23 specified group of partners, partners owning more than 50 percent
2-24 of the current interest in the profits of the partnership owned by
2-25 all of the partners or by the partners in the specified group, as
2-26 appropriate.
2-27 (11) [(10)] "Partnership" means an entity created as
3-1 described by Section 2.02(a). The term includes a registered
3-2 limited liability partnership formed under Section 3.08 or under
3-3 the Texas Uniform Partnership Act (Article 6132b, Vernon's Texas
3-4 Civil Statutes) and its subsequent amendments.
3-5 (12) [(11)] "Partnership agreement" means any
3-6 agreement, written or oral, of the partners concerning a
3-7 partnership.
3-8 (13) [(12)] "Partnership interest" means a partner's
3-9 interest in a partnership, including the partner's share of profits
3-10 and losses or similar items, and the right to receive
3-11 distributions. A partnership interest does not include a partner's
3-12 right to participate in management.
3-13 (14) [(13)] "Person" includes an individual,
3-14 corporation, business trust, estate, trust, custodian, trustee,
3-15 executor, administrator, nominee, partnership (including a
3-16 registered limited liability partnership and a limited
3-17 partnership), association, limited liability company, government,
3-18 governmental subdivision, governmental agency, governmental
3-19 instrumentality, and any other legal or commercial entity, in its
3-20 own or representative capacity.
3-21 (15) [(14)] "Property" means all property, real,
3-22 personal, or mixed, tangible or intangible, or an interest in that
3-23 property.
3-24 (16) [(15)] "Registered limited liability partnership"
3-25 means a partnership registered under Section 3.08(b) and complying
3-26 with Sections 3.08(c) and (d)(1).
3-27 (17) [(16)] "State" means a state of the United
4-1 States, the District of Columbia, the Commonwealth of Puerto Rico,
4-2 or any territory or insular possession subject to the jurisdiction
4-3 of the United States.
4-4 (18) [(17)] "Transfer" includes:
4-5 (A) an assignment;
4-6 (B) a conveyance;
4-7 (C) a lease;
4-8 (D) a mortgage;
4-9 (E) a deed;
4-10 (F) an encumbrance; and
4-11 (G) the creation of a security interest.
4-12 (19) [(18)] "Withdrawn partner" means a partner with
4-13 respect to whom an event of withdrawal has occurred. A partner
4-14 withdraws if an event of withdrawal has occurred with respect to
4-15 that partner under Section 6.01.
4-16 SECTION 2. The Texas Revised Partnership Act (Article
4-17 6132b-1.01 et seq., Vernon's Texas Civil Statutes) is amended by
4-18 redesignating existing Article X as Article XI and adding a new
4-19 Article X to read as follows:
4-20 ARTICLE X. FOREIGN LIMITED LIABILITY PARTNERSHIP
4-21 Sec. 10.01. LAW GOVERNING FOREIGN LIMITED LIABILITY
4-22 PARTNERSHIP. (a) The laws of the state under which a foreign
4-23 limited liability partnership is formed govern its organization and
4-24 internal affairs and the liability of partners for obligations of
4-25 the partnership.
4-26 (b) A foreign limited liability partnership may not be
4-27 denied a statement of foreign qualification by reason of any
5-1 difference between the laws of the state under which it is formed
5-2 and the laws of Texas.
5-3 (c) With respect to its activities in Texas, a foreign
5-4 limited liability partnership is subject to Section 3.01 as if it
5-5 were a domestic registered limited liability partnership.
5-6 Sec. 10.02. STATEMENT OF FOREIGN QUALIFICATION. (a) Before
5-7 transacting business in Texas, a foreign limited liability
5-8 partnership must file with the secretary of state a statement of
5-9 foreign qualification. The statement must contain:
5-10 (1) the name of the foreign limited liability
5-11 partnership which satisfies the requirements of the state under
5-12 whose laws it is formed and ends with "Registered Limited Liability
5-13 Partnership," "Limited Liability Partnership," "R.L.L.P.,"
5-14 "L.L.P.," "RLLP," or "LLP";
5-15 (2) the federal tax identification number of the
5-16 partnership;
5-17 (3) the state where it is formed, the date of initial
5-18 registration as a limited liability partnership under the laws of
5-19 the state of formation, and a statement that, as of the date of
5-20 filing, the foreign limited liability partnership exists as a valid
5-21 limited liability partnership under the laws of the state of its
5-22 formation;
5-23 (4) the street address of the partnership's chief
5-24 executive office and, if different, the street address of any other
5-25 office of the partnership in Texas;
5-26 (5) the address of the registered office and the name
5-27 and address of the registered agent for service of process required
6-1 to be maintained by Section 10.05;
6-2 (6) a statement that the secretary of state is
6-3 appointed the agent of the foreign limited liability partnership
6-4 for service of process under the circumstances set forth in Section
6-5 10.05(k);
6-6 (7) the number of partners at the date of the
6-7 statement; and
6-8 (8) in brief, the partnership's business.
6-9 (b) The statement of qualification must be executed by a
6-10 majority-in-interest of the partners or by one or more partners
6-11 authorized by a majority-in-interest of the partners.
6-12 (c) Two copies of the statement of foreign qualification
6-13 must be filed accompanied by a fee of $200 for each partner
6-14 resident in this state not to exceed $750.
6-15 (d) A partnership is registered as a foreign limited
6-16 liability partnership on filing a completed initial or renewal
6-17 statement of foreign qualification, in duplicate with the required
6-18 fee, or on a later date specified in the statement. A registration
6-19 is not affected by later changes in the partners of the
6-20 partnership.
6-21 (e) An initial statement of foreign qualification filed
6-22 under this section and registered by the secretary of state expires
6-23 one year after the date of registration or later effective date
6-24 unless earlier withdrawn or revoked or unless renewed in accordance
6-25 with Subsection (g).
6-26 (f) A registration may be withdrawn by filing in duplicate
6-27 with the secretary of state a written withdrawal notice executed by
7-1 a majority-in-interest of the partners or by one or more partners
7-2 authorized by a majority-in-interest of partners. A withdrawal
7-3 notice must include the name of the partnership, the federal tax
7-4 identification number of the partnership, the date of registration
7-5 of the partnership's last statement of foreign qualification under
7-6 this section, and a current street address of the partnership's
7-7 principal office in this state or outside this state, if
7-8 applicable. A withdrawal notice terminates the status of the
7-9 partnership as a foreign limited liability partnership as of the
7-10 date of filing the notice or a later date specified in the notice,
7-11 but not later than the expiration date under Subsection (e).
7-12 (g) An effective registration may be renewed before its
7-13 expiration by filing in duplicate with the secretary of state a
7-14 statement of foreign qualification containing current information
7-15 of the kind required in an initial statement of qualification and
7-16 the most recent date of registration of the partnership. The
7-17 renewal statement of qualification must be accompanied by a fee of
7-18 $200 for each partner resident in this state on the date of renewal
7-19 not to exceed $750. A renewal statement of foreign qualification
7-20 filed under this section continues an effective registration for
7-21 one year after the date the effective registration would otherwise
7-22 expire.
7-23 (h) The secretary of state may remove from its active
7-24 records the registration of a foreign limited liability partnership
7-25 whose registration has been withdrawn or revoked or has expired and
7-26 not been renewed.
7-27 (i) The secretary of state may revoke the filing of a
8-1 document filed under this section if the secretary of state
8-2 determines that the filing fee for the document was paid by an
8-3 instrument that was dishonored when presented by the state for
8-4 payment. The secretary of state shall return the document and give
8-5 notice of revocation to the filing party by regular mail. Failure
8-6 to give or receive notice does not affect an earlier filing.
8-7 (j) The secretary of state may provide forms for the
8-8 statement of foreign qualification or renewal of registration.
8-9 (k) A document filed under this section may be amended or
8-10 corrected by filing in duplicate with the secretary of state
8-11 articles of amendment executed by a majority-in-interest of the
8-12 partners or by one or more partners authorized by a
8-13 majority-in-interest of the partners. The articles of amendment
8-14 must contain the name of the partnership, the tax identification
8-15 number of the partnership, the identity of the document being
8-16 amended, the date on which the document being amended was filed,
8-17 the part of the document being amended, and the amendment or
8-18 correction. Two copies of the articles of amendment must be filed,
8-19 accompanied by a fee of $10 and, if the amendment increases the
8-20 number of partners, a fee of $200 for each partner resident in this
8-21 state added by amendment of the number of partners not to exceed
8-22 $750.
8-23 (l) A document filed under this section may be a
8-24 photographic, facsimile, or similar reproduction of a signed
8-25 document. A signature on a document filed under this section may
8-26 be a facsimile.
8-27 (m) A person commits an offense if the person signs a
9-1 document the person knows is false in any material respect with the
9-2 intent that the document be delivered on behalf of the partnership
9-3 to the secretary of state for filing. An offense under this
9-4 subsection is a Class A misdemeanor.
9-5 (n) The secretary of state may adopt procedural rules on
9-6 filing documents under this section.
9-7 Sec. 10.03. EFFECT OF FAILURE TO QUALIFY. (a) A foreign
9-8 limited liability partnership transacting business in Texas may not
9-9 maintain an action, suit, or proceeding in Texas unless it has
9-10 registered in Texas and paid to the secretary of state all amounts
9-11 owing under Section 10.02.
9-12 (b) The failure of a foreign limited liability partnership
9-13 to register in Texas does not impair:
9-14 (1) the validity of a contract or act of the foreign
9-15 limited liability partnership;
9-16 (2) the right of any other party to the contract to
9-17 maintain any action, suit, or proceeding on the contract; or
9-18 (3) defense by the foreign limited liability
9-19 partnership of any action, suit, or proceeding in any Texas court.
9-20 (c) A partner of a foreign limited liability partnership is
9-21 not liable for the debts and obligations of the foreign limited
9-22 liability partnership solely because the foreign limited liability
9-23 partnership transacted business in Texas without registration.
9-24 Sec. 10.04. ACTIVITIES NOT CONSTITUTING TRANSACTING
9-25 BUSINESS. Without excluding other activities that do not
9-26 constitute transacting business in Texas, a foreign limited
9-27 liability partnership is not considered to be transacting business
10-1 in Texas for purposes of this Act because it carries on in Texas
10-2 any one or more of the following activities:
10-3 (1) maintaining or defending any action, suit, or
10-4 administrative or arbitration proceeding, effecting settlement of
10-5 the action, suit, or proceeding, or settling claims or disputes to
10-6 which it is a party;
10-7 (2) holding meetings of its partners or carrying on
10-8 other activities concerning its internal affairs;
10-9 (3) maintaining bank accounts;
10-10 (4) maintaining offices or agencies for the transfer,
10-11 exchange, and registration of partnership interests issued by it,
10-12 or appointing or maintaining trustees or depositories with relation
10-13 to ownership interests in it;
10-14 (5) creating as borrower or lender or acquiring
10-15 indebtedness or mortgages or other security interests in real or
10-16 personal property;
10-17 (6) securing or collecting debts due to it or
10-18 enforcing rights in property securing such debts;
10-19 (7) transacting business in interstate commerce;
10-20 (8) conducting an isolated transaction completed
10-21 within 30 days of the date of initiation of the transaction and not
10-22 in the course of a number of repeated similar transactions;
10-23 (9) exercising the powers of executor or administrator
10-24 of the estate of a nonresident decedent under ancillary letters
10-25 issued by a Texas court, or exercising the powers of trustee under
10-26 the will of a nonresident decedent, or under a trust created by one
10-27 or more nonresidents of Texas or by one or more foreign
11-1 corporations or limited partnerships, if the exercise of those
11-2 powers in any of these cases will not involve activities that would
11-3 be considered to constitute the transacting of business in Texas in
11-4 the case of a foreign corporation or foreign limited partnership
11-5 acting in its own right;
11-6 (10) acquiring, in transactions outside Texas or in
11-7 interstate commerce, debts secured by mortgages or liens on real or
11-8 personal property in Texas, collecting or adjusting principal and
11-9 interest payments on those debts, enforcing or adjusting rights in
11-10 property securing those debts, taking any actions necessary to
11-11 preserve and protect the interest of the mortgagee in that
11-12 security, or a combination of these transactions; or
11-13 (11) investing in or acquiring, in transactions
11-14 outside Texas, royalties and other nonoperating mineral interests,
11-15 and the execution of division orders, contracts of sale, and other
11-16 instruments incidental to the ownership of nonoperating mineral
11-17 interests.
11-18 Sec. 10.05. REGISTERED AGENT. (a) A foreign limited
11-19 liability partnership subject to this Act shall have and maintain
11-20 in Texas:
11-21 (1) a registered office, which need not be a place of
11-22 its business in Texas; and
11-23 (2) a registered agent for service of process on the
11-24 foreign limited liability partnership, which may be:
11-25 (A) an individual who is a resident of Texas and
11-26 whose business office is the same as the foreign limited liability
11-27 partnership's registered office; and
12-1 (B) a domestic corporation or a foreign
12-2 corporation that has a certificate of authority to transact
12-3 business in Texas and a business office the same as the foreign
12-4 limited liability partnership's registered office.
12-5 (b) A foreign limited liability partnership subject to this
12-6 Act may change its registered office, its registered agent, or
12-7 both, by paying the filing fee and filing with the secretary of
12-8 state a statement and a duplicate copy of the statement, that does
12-9 not need to be an executed original or a photocopy of an executed
12-10 original. The statement must contain:
12-11 (1) the name of the foreign limited liability
12-12 partnership;
12-13 (2) the street address of its registered office;
12-14 (3) the street address to which its registered office
12-15 is to be changed, if applicable;
12-16 (4) the name of its registered agent;
12-17 (5) the name of its successor registered agent, if
12-18 applicable;
12-19 (6) a provision that the street address of its
12-20 registered office and the street address of the business office of
12-21 its registered agent, as changed, will be the same; and
12-22 (7) a provision that the change was authorized by the
12-23 foreign limited liability partnership.
12-24 (c) The statement required by Subsection (b) must be
12-25 executed on behalf of the foreign limited liability partnership by
12-26 a majority-in-interest of the partners or by one or more partners
12-27 authorized by a majority-in-interest of the partners. If the
13-1 secretary of state finds that the statement conforms to this
13-2 section, the secretary of state, on receipt of all applicable
13-3 filing fees, shall file it in accordance with Section 10.02(k) as
13-4 if it were an amendment to the statement of foreign qualification.
13-5 (d) On the filing of the statement by the secretary of
13-6 state, the change of address of the registered office, the
13-7 appointment of a new registered agent, or both, as the case may be,
13-8 become effective.
13-9 (e) Filing of the statement amends the statement of foreign
13-10 qualification regarding the information required by Section
13-11 10.02(a)(5).
13-12 (f) A registered agent of a foreign limited liability
13-13 partnership may resign by giving written notice to the foreign
13-14 limited liability partnership and to the secretary of state.
13-15 Notice must be given to the foreign limited liability partnership
13-16 at its last known address and to the last known address of the
13-17 attorney or other individual at whose request the registered agent
13-18 was appointed for the foreign limited liability partnership.
13-19 Notice, together with a duplicate copy, which need not be an
13-20 executed original or a photocopy of an executed original, must be
13-21 given to the secretary of state within 10 days after the date of
13-22 mailing or delivery of the notice to the foreign limited liability
13-23 partnership and attorney or individual. The notice to the
13-24 secretary of state must include the last known address of the
13-25 foreign limited liability partnership, the statement that written
13-26 notice of resignation has been given to the foreign limited
13-27 liability partnership, and the date that the notice was given.
14-1 (g) On compliance with the requirements for giving written
14-2 notice under Subsection (f), the appointment of an agent terminates
14-3 on the 31st day after the date of receipt of the notice by the
14-4 secretary of state. If the secretary of state finds that the
14-5 written notice conforms to this section, the secretary of state
14-6 shall file it in accordance with Section 10.02(k) as if it were an
14-7 amendment to the statement of foreign qualification. A fee is not
14-8 required for the filing of a resignation under Subsection (f).
14-9 (h) The location of the registered office in Texas for a
14-10 foreign limited liability partnership may be changed from one
14-11 address to another by paying the filing fee to the secretary of
14-12 state and filing with the secretary of state a statement and a
14-13 duplicate copy, which need not be an executed original or a
14-14 photocopy of an executed original. The statement must contain:
14-15 (1) the name of the foreign limited liability
14-16 partnership represented by the registered agent;
14-17 (2) the address at which the registered agent has
14-18 maintained the registered office;
14-19 (3) the new address at which the registered agent will
14-20 maintain the registered office; and
14-21 (4) a statement that written notice of the change has
14-22 been given to the foreign limited liability partnership at least 10
14-23 days before the date of the filing.
14-24 (i) The statement required by Subsection (h) must be signed
14-25 and verified by the registered agent or, if the registered agent is
14-26 a corporation, by an office of the corporation. If the registered
14-27 agent is simultaneously filing statements for more than one foreign
15-1 limited liability partnership, each statement may contain a
15-2 facsimile signature in the execution. If the secretary of state
15-3 finds that the statement conforms to this section, the secretary of
15-4 state, on receipt of the filing fee, shall file it in accordance
15-5 with Section 10.02(k) as if it were an amendment to the statement
15-6 of foreign qualification. The address of the registered office of
15-7 the foreign limited liability partnership is changed on the filing
15-8 of the statement by the secretary of state. Filing of the
15-9 statement amends the statement of foreign qualification regarding
15-10 the information required by Section 10.02(a)(5) and no further
15-11 action is required under Section 10.02(k).
15-12 (j) Each partner and the registered agent of a foreign
15-13 limited liability partnership registered in Texas are agents of the
15-14 foreign limited liability partnership on whom may be served any
15-15 process, notice, or demand required or permitted by law to be
15-16 served on the foreign limited liability partnership.
15-17 (k) The secretary of state is an agent of the foreign
15-18 limited liability partnership on whom any process, notice, or
15-19 demand may be served if:
15-20 (1) a foreign limited liability partnership registered
15-21 in Texas fails to appoint or maintain a registered agent in Texas;
15-22 (2) its registered agent cannot with reasonable
15-23 diligence be found at the registered office;
15-24 (3) its registration is canceled; or
15-25 (4) a foreign limited liability partnership transacts
15-26 business in Texas without having registered under Section 10.02.
15-27 (l) Service on the secretary of state of any process,
16-1 notice, or demand shall be made by delivering duplicate copies of
16-2 the process, notice, or demand to the secretary of state, assistant
16-3 secretary of state, or any clerk having charge of the corporation
16-4 department of the secretary of state's office. If any process,
16-5 notice, or demand is served on the secretary of state, the
16-6 secretary of state shall immediately forward one of the copies by
16-7 registered mail addressed to the foreign limited liability
16-8 partnership at its principal office in the state under which the
16-9 foreign limited liability partnership is formed as shown on the
16-10 statement of foreign qualification. Service had in this manner on
16-11 the secretary of state is returnable in not less than 30 days.
16-12 (m) The secretary of state shall keep a record of all
16-13 processes, notices, and demands served on the secretary of state
16-14 under this section and shall record the time of the service and the
16-15 action taken with reference to each.
16-16 (n) This section does not limit or affect the right to serve
16-17 any process, notice, or demand required or permitted by law to be
16-18 served on a foreign limited liability partnership in another manner
16-19 permitted by law.
16-20 ARTICLE XI [X]. MISCELLANEOUS PROVISIONS
16-21 Sec. 11.01 [10.01]. SHORT TITLE. This Act may be cited as
16-22 the "Texas Revised Partnership Act."
16-23 Sec. 11.02 [10.02]. SEVERABILITY. If a provision of this
16-24 Act or its application to a person or circumstance is held invalid,
16-25 the invalidity does not affect other provisions or applications of
16-26 this Act that can be given effect without the invalid provision or
16-27 application, and to this end the provisions of this Act are
17-1 severable.
17-2 Sec. 11.03 [10.03]. APPLICATION. (a) Before January 1,
17-3 1999. Except as provided by Subsection (b), before January 1,
17-4 1999, this Act applies only to a partnership formed:
17-5 (1) on or after January 1, 1994, unless that
17-6 partnership is continuing the business of a dissolved partnership
17-7 under Section 41, Texas Uniform Partnership Act (Article 6132b,
17-8 Vernon's Texas Civil Statutes), and its subsequent amendments; and
17-9 (2) before January 1, 1994, that elects, as provided
17-10 by Subsection (d), to be governed by this Act.
17-11 (b) Registered Limited Liability Partnership. Section 3.08
17-12 of this Act, including the fee provisions, applies to a registered
17-13 limited liability partnership, regardless of the date of formation
17-14 and regardless of whether the partnership elects to be governed by
17-15 this Act, except that a registered limited liability partnership
17-16 formed before January 1, 1994, is subject to Sections 2, 15(2)-(4),
17-17 45-A, 45-B, and 45-C, Texas Uniform Partnership Act (Article 6132b,
17-18 Vernon's Texas Civil Statutes), for purposes of determining
17-19 liability for errors, omissions, negligence, incompetence, or
17-20 malfeasance occurring before January 1, 1994.
17-21 (c) After December 31, 1998. After December 31, 1998, this
17-22 Act applies to all partnerships.
17-23 (d) Voluntary Application Early. Before January 1, 1999, a
17-24 partnership formed before January 1, 1994, voluntarily may elect,
17-25 by complying with the procedures provided in its partnership
17-26 agreement for amending the partnership agreement, to adopt this
17-27 Act. The provisions of this Act relating to the liability of the
18-1 partnership's partners to third parties apply to limit those
18-2 partners' liability to a third party who had done business with the
18-3 partnership within one year preceding the partnership's election to
18-4 adopt this Act only if the partnership gives notice to the third
18-5 party of the partnership's election to adopt this Act.
18-6 Sec. 11.04 [10.04]. APPLICATION TO EXISTING RELATIONSHIPS.
18-7 (a) This Act does not impair the obligations of a contract
18-8 existing when this Act takes effect or affect an action or
18-9 proceeding begun or right accrued before this Act takes effect.
18-10 (b) A judgment against a partnership or a partner in an
18-11 action commenced before the effective date of this Act may be
18-12 enforced in the same manner as a judgment rendered before the
18-13 effective date of this Act.
18-14 SECTION 3. (a) This Act takes effect September 1, 1997, and
18-15 applies to a foreign limited liability partnership affected by this
18-16 Act, regardless of the date of formation.
18-17 (b) This Act shall not affect any action or proceeding
18-18 commenced before the effective date.
18-19 SECTION 4. The importance of this legislation and the
18-20 crowded condition of the calendars in both houses create an
18-21 emergency and an imperative public necessity that the
18-22 constitutional rule requiring bills to be read on three several
18-23 days in each house be suspended, and this rule is hereby suspended.