By Solomons                                     H.B. No. 1633

      75R7002 CLG-F                           

                                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 equal to the greater of $200 for

6-14     each partner resident in this state or $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 subsection and registered by the secretary of state

6-23     expires one year after the date of registration or later effective

6-24     date unless earlier withdrawn or revoked or unless renewed in

6-25     accordance 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

7-18     equal to the greater of $200 for each partner resident in this

7-19     state on the date of renewal or $750.  A renewal statement of

7-20     foreign qualification filed under this section continues an

7-21     effective registration for one year after the date the effective

7-22     registration would otherwise 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 subsection 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 subsection 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, the greater of $200 for each partner resident

8-21     in this state added by amendment of the number of partners or $750.

8-22           (l)  A document filed under this subsection may be a

8-23     photographic, facsimile, or similar reproduction of a signed

8-24     document.  A signature on a document filed under this section may

8-25     be a facsimile.

8-26           (m)  A person commits an offense if the person signs a

8-27     document the person knows is false in any material respect with the

 9-1     intent that the document be delivered on behalf of the partnership

 9-2     to the secretary of state for filing.  An offense under this

 9-3     subsection is a Class A misdemeanor.

 9-4           (n)  The secretary of state may adopt procedural rules on

 9-5     filing documents under this section.

 9-6           Sec. 10.03.  EFFECT OF FAILURE TO QUALIFY.  (a)  A foreign

 9-7     limited liability partnership transacting business in Texas may not

 9-8     maintain an action, suit, or proceeding in Texas unless it has

 9-9     registered in Texas and paid to the secretary of state all amounts

9-10     owing under Section 10.02.

9-11           (b)  The failure of a foreign limited liability partnership

9-12     to register in Texas does not impair:

9-13                 (1)  the validity of a contract or act of the foreign

9-14     limited liability partnership;

9-15                 (2)  the right of any other party to the contract to

9-16     maintain any action, suit, or proceeding on the contract; or

9-17                 (3)  defense by the foreign limited liability

9-18     partnership of any action, suit, or proceeding in any Texas court.

9-19           (c)  A partner of a foreign limited liability partnership is

9-20     not liable for the debts and obligations of the foreign limited

9-21     liability partnership solely because the foreign limited liability

9-22     partnership transacted business in Texas without registration.

9-23           Sec. 10.04.  ACTIVITIES NOT CONSTITUTING TRANSACTING

9-24     BUSINESS.  Without excluding other activities that do not

9-25     constitute transacting business in Texas, a foreign limited

9-26     liability partnership is not considered to be transacting business

9-27     in Texas for purposes of this Act because it carries on in Texas

 10-1    any one or more of the following activities:

 10-2                (1)  maintaining or defending any action, suit, or

 10-3    administrative or arbitration proceeding, effecting settlement of

 10-4    the action, suit, or proceeding, or settling claims or disputes to

 10-5    which it is a party;

 10-6                (2)  holding meetings of its partners or carrying on

 10-7    other activities concerning its internal affairs;

 10-8                (3)  maintaining bank accounts;

 10-9                (4)  maintaining offices or agencies for the transfer,

10-10    exchange, and registration of partnership interests issued by it,

10-11    or appointing or maintaining trustees or depositories with relation

10-12    to ownership interests in it;

10-13                (5)  effecting sales through independent contractors;

10-14                (6)  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                (7)  securing or collecting debts due to it or

10-18    enforcing rights in property securing such debts;

10-19                (8)  transacting business in interstate commerce;

10-20                (9)  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                (10)  exercising the powers of executor or

10-24    administrator of the estate of a nonresident decedent under

10-25    ancillary letters issued by a Texas court, or exercising the powers

10-26    of trustee under the will of a nonresident decedent, or under a

10-27    trust created by one or more nonresidents of Texas or by one or

 11-1    more foreign corporations or limited partnerships, if the exercise

 11-2    of those powers in any of these cases will not involve activities

 11-3    that would be considered to constitute the transacting of business

 11-4    in Texas in the case of a foreign corporation or foreign limited

 11-5    partnership acting in its own right;

 11-6                (11)  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                (12)  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.