By:  Shapiro                                          S.B. No. 1836

         Line and page numbers may not match official copy.

         Bill not drafted by TLC or Senate E&E.

                                A BILL TO BE ENTITLED

                                       AN ACT

 1-1     relating to the authority of a foreign limited liability

 1-2     partnership to transact business in this state.

 1-3           BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:

 1-4           SECTION 1.  Section 1.01, Texas Revised Partnership Act

 1-5     (Article 6132b-1.01, Vernon's Texas Civil Statutes), is amended to

 1-6     read as follows:

 1-7           Sec. 1.01.  GENERAL DEFINITIONS.  In this Act:

 1-8                 (1)  "Business" means a trade, occupation, profession,

 1-9     or other commercial activity.

1-10                 (2)  "Capital account" means the amount of a partner's

1-11     original contribution to a partnership, which consists of cash and

1-12     the agreed value of any other contribution to the partnership,

1-13     increased by the amount of additional contributions made by that

1-14     partner and by profits credited to that partner under Section

1-15     4.01(b), and decreased by the amount of distributions to that

1-16     partner and by losses charged to that partner under Section

1-17     4.01(b).

1-18                 (3)  "Court" means a court and judge having

1-19     jurisdiction in the case.

1-20                 (4)  "Debtor in bankruptcy" means a person who is the

1-21     subject of:

 2-1                       (A)  an order for relief under Title 11 of the

 2-2     United States Code or a comparable order under a successor statute

 2-3     of general application; or

 2-4                       (B)  a comparable order under federal, [or]

 2-5     state, or foreign law governing insolvency.

 2-6                 (5)  "Distribution" means a transfer of cash or other

 2-7     property from a partnership to:

 2-8                       (A)  a partner in the partner's capacity as a

 2-9     partner; or

2-10                       (B)  the partner's transferee.

2-11                 (6)  "Event of withdrawal" or "withdrawal" means an

2-12     event specified by Section 6.01(b).

2-13                 (7)  "Event requiring a winding up" means an event

2-14     specified by Section 8.01.

2-15                 (8)  "Foreign limited partnership" means a partnership

2-16     formed under the laws of another state and having as partners one

2-17     or more general partners and one or more limited partners.

2-18                 (9)  "Foreign limited liability partnership" means a

2-19     partnership that:

2-20                       (A)  is formed under laws other than the laws of

2-21     Texas; and

2-22                       (B)  has the status of a registered limited

2-23     liability partnership under those laws.

2-24                 (10)  "Majority-in-interest" means, as to all of or a

2-25     specified group of partners, partners owning more than 50 percent

 3-1     of the current interest in the profits of the partnership owned by

 3-2     all of the partners or by the partners in the specified group, as

 3-3     appropriate.

 3-4                 (11) [(10)]  "Partnership" means an entity created as

 3-5     described by Section 2.02(a).  The term includes a registered

 3-6     limited liability partnership formed under Section 3.08 or under

 3-7     the Texas Uniform Partnership Act (Article 6132b, Vernon's Texas

 3-8     Civil Statutes) and its subsequent amendments.

 3-9                 (12) [(11)]  "Partnership agreement" means any

3-10     agreement, written or oral, of the partners concerning a

3-11     partnership.

3-12                 (13) [(12)]  "Partnership interest" means a partner's

3-13     interest in a partnership, including the partner's share of profits

3-14     and losses or similar items, and the right to receive

3-15     distributions.  A partnership interest does not include a partner's

3-16     right to participate in management.

3-17                 (14) [(13)]  "Person" includes an individual,

3-18     corporation, business trust, estate, trust, custodian, trustee,

3-19     executor, administrator, nominee, partnership (including a

3-20     registered limited liability partnership and a limited

3-21     partnership), association, limited liability company, government,

3-22     governmental subdivision, governmental agency, governmental

3-23     instrumentality, and any other legal or commercial entity, in its

3-24     own or representative capacity.

3-25                 (15) [(14)]  "Property" means all property, real,

 4-1     personal, or mixed, tangible or intangible, or an interest in that

 4-2     property.

 4-3                 (16) [(15)]  "Registered limited liability partnership"

 4-4     means a partnership registered under Section 3.08(b) and complying

 4-5     with Sections 3.08(c) and (d)(1).

 4-6                 (17) [(16)]  "State" means a state of the United

 4-7     States, the District of Columbia, the Commonwealth of Puerto Rico,

 4-8     or any territory or insular possession subject to the jurisdiction

 4-9     of the United States.

4-10                 (18) [(17)]  "Transfer" includes:

4-11                       (A)  an assignment;

4-12                       (B)  a conveyance;

4-13                       (C)  a lease;

4-14                       (D)  a mortgage;

4-15                       (E)  a deed;

4-16                       (F)  an encumbrance; and

4-17                       (G)  the creation of a security interest.

4-18                 (19) [(18)]  "Withdrawn partner" means a partner with

4-19     respect to whom an event of withdrawal has occurred.  A partner

4-20     withdraws if an event of withdrawal has occurred with respect to

4-21     that partner under Section 6.01.

4-22           SECTION 2.  The Texas Revised Partnership Act (Article

4-23     6132b-1.01 et seq., Vernon's Texas Civil Statutes) is amended by

4-24     redesignating existing Article X as Article XI and adding a new

4-25     Article X to read as follows:

 5-1              ARTICLE X.  FOREIGN LIMITED LIABILITY PARTNERSHIP

 5-2           Sec. 10.01.  LAW GOVERNING FOREIGN LIMITED LIABILITY

 5-3     PARTNERSHIP.  (a)  The laws of the state under which a foreign

 5-4     limited liability partnership is formed govern its organization and

 5-5     internal affairs and the liability of partners for obligations of

 5-6     the partnership.

 5-7           (b)  A foreign limited liability partnership may not be

 5-8     denied a statement of foreign qualification by reason of any

 5-9     difference between the laws of the state under which it is formed

5-10     and the laws of Texas.

5-11           (c)  With respect to its activities in Texas, a foreign

5-12     limited liability partnership is subject to Section 3.01 as if it

5-13     were a domestic registered limited liability partnership.

5-14           Sec. 10.02.  STATEMENT OF FOREIGN QUALIFICATION.  (a)  Before

5-15     transacting business in Texas, a foreign limited liability

5-16     partnership must file with the secretary of state a statement of

5-17     foreign qualification.  The statement must contain:

5-18                 (1)  the name of the foreign limited liability

5-19     partnership which satisfies the requirements of the state under

5-20     whose laws it is formed and ends with "Registered Limited Liability

5-21     Partnership," "Limited Liability Partnership," "R.L.L.P.,"

5-22     "L.L.P.," "RLLP," or "LLP";

5-23                 (2)  the federal tax identification number of the

5-24     partnership;

5-25                 (3)  the state where it is formed, the date of initial

 6-1     registration as a limited liability partnership under the laws of

 6-2     the state of formation, and a statement that, as of the date of

 6-3     filing, the foreign limited liability partnership exists as a valid

 6-4     limited liability partnership under the laws of the state of its

 6-5     formation;

 6-6                 (4)  the street address of the partnership's chief

 6-7     executive office and, if different, the street address of any other

 6-8     office of the partnership in Texas;

 6-9                 (5)  the address of the registered office and the name

6-10     and address of the registered agent for service of process required

6-11     to be maintained by Section 10.05;

6-12                 (6)  a statement that the secretary of state is

6-13     appointed the agent of the foreign limited liability partnership

6-14     for service of process under the circumstances set forth in Section

6-15     10.05(k);

6-16                 (7)  the number of partners at the date of the

6-17     statement; and

6-18                 (8)  in brief, the partnership's business.

6-19           (b)  The statement of qualification must be executed by a

6-20     majority-in-interest of the partners or by one or more partners

6-21     authorized by a majority-in-interest of the partners.

6-22           (c)  Two copies of the statement of foreign qualification

6-23     must be filed accompanied by a fee of $200 for each partner

6-24     resident in this state not to exceed $750.

6-25           (d)  A partnership is registered as a foreign limited

 7-1     liability partnership on filing a completed initial or renewal

 7-2     statement of foreign qualification, in duplicate with the required

 7-3     fee, or on a later date specified in the statement.  A registration

 7-4     is not affected by later changes in the partners of the

 7-5     partnership.

 7-6           (e)  An initial statement of foreign qualification filed

 7-7     under this subsection and registered by the secretary of state

 7-8     expires one year after the date of registration or later effective

 7-9     date unless earlier withdrawn or revoked or unless renewed in

7-10     accordance with Subsection (g).

7-11           (f)  A registration may be withdrawn by filing in duplicate

7-12     with the secretary of state a written withdrawal notice executed by

7-13     a majority-in-interest of the partners or by one or more partners

7-14     authorized by a majority-in-interest of partners.  A withdrawal

7-15     notice must include the name of the partnership, the federal tax

7-16     identification number of the partnership, the date of registration

7-17     of the partnership's last statement of foreign qualification under

7-18     this section, and a current street address of the partnership's

7-19     principal office in this state or outside this state, if

7-20     applicable.  A withdrawal notice terminates the status of the

7-21     partnership as a foreign limited liability partnership as of the

7-22     date of filing the notice or a later date specified in the notice,

7-23     but not later than the expiration date under Subsection (e).

7-24           (g)  An effective registration may be renewed before its

7-25     expiration by filing in duplicate with the secretary of state a

 8-1     statement of foreign qualification containing current information

 8-2     of the kind required in an initial statement of qualification and

 8-3     the most recent date of registration of the partnership.  The

 8-4     renewal statement of qualification must be accompanied by a fee of

 8-5     $200 for each partner resident in this state on the date of renewal

 8-6     not to exceed $750.  A renewal statement of foreign qualification

 8-7     filed under this section continues an effective registration for

 8-8     one year after the date the effective registration would otherwise

 8-9     expire.

8-10           (h)  The secretary of state may remove from its active

8-11     records the registration of a foreign limited liability partnership

8-12     whose registration has been withdrawn or revoked or has expired and

8-13     not been renewed.

8-14           (i)  The secretary of state may revoke the filing of a

8-15     document filed under this subsection if the secretary of state

8-16     determines that the filing fee for the document was paid by an

8-17     instrument that was dishonored when presented by the state for

8-18     payment.  The secretary of state shall return the document and give

8-19     notice of revocation to the filing party by regular mail.  Failure

8-20     to give or receive notice does not affect an earlier filing.

8-21           (j)  The secretary of state may provide forms for the

8-22     statement of foreign qualification or renewal of registration.

8-23           (k)  A document filed under this subsection may be amended or

8-24     corrected by filing in duplicate with the secretary of state

8-25     articles of amendment executed by a majority-in-interest of the

 9-1     partners or by one or more partners authorized by a

 9-2     majority-in-interest of the partners.  The articles of amendment

 9-3     must contain the name of the partnership, the tax identification

 9-4     number of the partnership, the identity of the document being

 9-5     amended, the date on which the document being amended was filed,

 9-6     the part of the document being amended, and the amendment or

 9-7     correction.  Two copies of the articles of amendment must be filed,

 9-8     accompanied by a fee of $10 and, if the amendment increases the

 9-9     number of partners, a fee of $200 for each partner resident in this

9-10     state added by amendment of the number of partners not to exceed

9-11     $750.

9-12           (l)  A document filed under this subsection may be a

9-13     photographic, facsimile, or similar reproduction of a signed

9-14     document.  A signature on a document filed under this section may

9-15     be a facsimile.

9-16           (m)  A person commits an offense if the person signs a

9-17     document the person knows is false in any material respect with the

9-18     intent that the document be delivered on behalf of the partnership

9-19     to the secretary of state for filing.  An offense under this

9-20     subsection is a Class A misdemeanor.

9-21           (n)  The secretary of state may adopt procedural rules on

9-22     filing documents under this section.

9-23           Sec. 10.03.  EFFECT OF FAILURE TO QUALIFY.  (a)  A foreign

9-24     limited liability partnership transacting business in Texas may not

9-25     maintain an action, suit, or proceeding in Texas unless it has

 10-1    registered in Texas and paid to the secretary of state all amounts

 10-2    owing under Section 10.02.

 10-3          (b)  The failure of a foreign limited liability partnership

 10-4    to register in Texas does not impair:

 10-5                (1)  the validity of a contract or act of the foreign

 10-6    limited liability partnership;

 10-7                (2)  the right of any other party to the contract to

 10-8    maintain any action, suit, or proceeding on the contract; or

 10-9                (3)  defense by the foreign limited liability

10-10    partnership of any action, suit, or proceeding in any Texas court.

10-11          (c)  A partner of a foreign limited liability partnership is

10-12    not liable for the debts and obligations of the foreign limited

10-13    liability partnership solely because the foreign limited liability

10-14    partnership transacted business in Texas without registration.

10-15          Sec. 10.04.  ACTIVITIES NOT CONSTITUTING TRANSACTING

10-16    BUSINESS.  Without excluding other activities that do not

10-17    constitute transacting business in Texas, a foreign limited

10-18    liability partnership is not considered to be transacting business

10-19    in Texas for purposes of this Act because it carries on in Texas

10-20    any one or more of the following activities:

10-21                (1)  maintaining or defending any action, suit, or

10-22    administrative or arbitration proceeding, effecting settlement of

10-23    the action, suit, or proceeding, or settling claims or disputes to

10-24    which it is a party;

10-25                (2)  holding meetings of its partners or carrying on

 11-1    other activities concerning its internal affairs;

 11-2                (3)  maintaining bank accounts;

 11-3                (4)  maintaining offices or agencies for the transfer,

 11-4    exchange, and registration of partnership interests issued by it,

 11-5    or appointing or maintaining trustees or depositories with relation

 11-6    to ownership interests in it;

 11-7                (5)  effecting sales through independent contractors;

 11-8                (6)  creating as borrower or lender or acquiring

 11-9    indebtedness or mortgages or other security interests in real or

11-10    personal property;

11-11                (7)  securing or collecting debts due to it or

11-12    enforcing rights in property securing such debts;

11-13                (8)  transacting business in interstate commerce;

11-14                (9)  conducting an isolated transaction completed

11-15    within 30 days of the date of initiation of the transaction and not

11-16    in the course of a number of repeated similar transactions;

11-17                (10)  exercising the powers of executor or

11-18    administrator of the estate of a nonresident decedent under

11-19    ancillary letters issued by a Texas court, or exercising the powers

11-20    of trustee under the will of a nonresident decedent, or under a

11-21    trust created by one or more nonresidents of Texas or by one or

11-22    more foreign corporations or limited partnerships, if the exercise

11-23    of those powers in any of these cases will not involve activities

11-24    that would be considered to constitute the transacting of business

11-25    in Texas in the case of a foreign corporation or foreign limited

 12-1    partnership acting in its own right;

 12-2                (11)  acquiring, in transactions outside Texas or in

 12-3    interstate commerce, debts secured by mortgages or liens on real or

 12-4    personal property in Texas, collecting or adjusting principal and

 12-5    interest payments on those debts, enforcing or adjusting rights in

 12-6    property securing those debts, taking any actions necessary to

 12-7    preserve and protect the interest of the mortgagee in that

 12-8    security, or a combination of these transactions; or

 12-9                (12)  investing in or acquiring, in transactions

12-10    outside Texas, royalties and other nonoperating mineral interests,

12-11    and the execution of division orders, contracts of sale, and other

12-12    instruments incidental to the ownership of nonoperating mineral

12-13    interests.

12-14          Sec. 10.05.  REGISTERED AGENT.  (a)  A foreign limited

12-15    liability partnership subject to this Act shall have and maintain

12-16    in Texas:

12-17                (1)  a registered office, which need not be a place of

12-18    its business in Texas; and

12-19                (2)  a registered agent for service of process on the

12-20    foreign limited liability partnership, which may be:

12-21                      (A)  an individual who is a resident of Texas and

12-22    whose business office is the same as the foreign limited liability

12-23    partnership's registered office; and

12-24                      (B)  a domestic corporation or a foreign

12-25    corporation that has a certificate of authority to transact

 13-1    business in Texas and a business office the same as the foreign

 13-2    limited liability partnership's registered office.

 13-3          (b)  A foreign limited liability partnership subject to this

 13-4    Act may change its registered office, its registered agent, or

 13-5    both, by paying the filing fee and filing with the secretary of

 13-6    state a statement and a duplicate copy of the statement, that does

 13-7    not need to be an executed original or a photocopy of an executed

 13-8    original.  The statement must contain:

 13-9                (1)  the name of the foreign limited liability

13-10    partnership;

13-11                (2)  the street address of its registered office;

13-12                (3)  the street address to which its registered office

13-13    is to be changed, if applicable;

13-14                (4)  the name of its registered agent;

13-15                (5)  the name of its successor registered agent, if

13-16    applicable;

13-17                (6)  a provision that the street address of its

13-18    registered office and the street address of the business office of

13-19    its registered agent, as changed, will be the same; and

13-20                (7)  a provision that the change was authorized by the

13-21    foreign limited liability partnership.

13-22          (c)  The statement required by Subsection (b) must be

13-23    executed on behalf of the foreign limited liability partnership by

13-24    a majority-in-interest of the partners or by one or more partners

13-25    authorized by a majority-in-interest of the partners.  If the

 14-1    secretary of state finds that the statement conforms to this

 14-2    section, the secretary of state, on receipt of all applicable

 14-3    filing fees, shall file it in accordance with Section 10.02(k) as

 14-4    if it were an amendment to the statement of foreign qualification.

 14-5          (d)  On the filing of the statement by the secretary of

 14-6    state, the change of address of the registered office, the

 14-7    appointment of a new registered agent, or both, as the case may be,

 14-8    become effective.

 14-9          (e)  Filing of the statement amends the statement of foreign

14-10    qualification regarding the information required by Section

14-11    10.02(a)(5).

14-12          (f)  A registered agent of a foreign limited liability

14-13    partnership may resign by giving written notice to the foreign

14-14    limited liability partnership and to the secretary of state.

14-15    Notice must be given to the foreign limited liability partnership

14-16    at its last known address and to the last known address of the

14-17    attorney or other individual at whose request the registered agent

14-18    was appointed for the foreign limited liability partnership.

14-19    Notice, together with a duplicate copy, which need not be an

14-20    executed original or a photocopy of an executed original, must be

14-21    given to the secretary of state within 10 days after the date of

14-22    mailing or delivery of the notice to the foreign limited liability

14-23    partnership and attorney or individual.  The notice to the

14-24    secretary of state must include the last known address of the

14-25    foreign limited liability partnership, the statement that written

 15-1    notice of resignation has been given to the foreign limited

 15-2    liability partnership, and the date that the notice was given.

 15-3          (g)  On compliance with the requirements for giving written

 15-4    notice under Subsection (f), the appointment of an agent terminates

 15-5    on the 31st day after the date of receipt of the notice by the

 15-6    secretary of state.  If the secretary of state finds that the

 15-7    written notice conforms to this section, the secretary of state

 15-8    shall file it in accordance with Section 10.02(k) as if it were an

 15-9    amendment to the statement of foreign qualification.  A fee is not

15-10    required for the filing of a resignation under Subsection (f).

15-11          (h)  The location of the registered office in Texas for a

15-12    foreign limited liability partnership may be changed from one

15-13    address to another by paying the filing fee to the secretary of

15-14    state and filing with the secretary of state a statement and a

15-15    duplicate copy, which need not be an executed original or a

15-16    photocopy of an executed original.  The statement must contain:

15-17                (1)  the name of the foreign limited liability

15-18    partnership represented by the registered agent;

15-19                (2)  the address at which the registered agent has

15-20    maintained the registered office;

15-21                (3)  the new address at which the registered agent will

15-22    maintain the registered office; and

15-23                (4)  a statement that written notice of the change has

15-24    been given to the foreign limited liability partnership at least 10

15-25    days before the date of the filing.

 16-1          (i)  The statement required by Subsection (h) must be signed

 16-2    and verified by the registered agent or, if the registered agent is

 16-3    a corporation, by an office of the corporation.  If the registered

 16-4    agent is simultaneously filing statements for more than one foreign

 16-5    limited liability partnership, each statement may contain a

 16-6    facsimile signature in the execution.  If the secretary of state

 16-7    finds that the statement conforms to this section, the secretary of

 16-8    state, on receipt of the filing fee, shall file it in accordance

 16-9    with Section 10.02(k) as if it were an amendment to the statement

16-10    of foreign qualification.  The address of the registered office of

16-11    the foreign limited liability partnership is changed on the filing

16-12    of the statement by the secretary of state.  Filing of the

16-13    statement amends the statement of foreign qualification regarding

16-14    the information required by Section 10.02(a)(5) and no further

16-15    action is required under Section 10.02(k).

16-16          (j)  Each partner and the registered agent of a foreign

16-17    limited liability partnership registered in Texas are agents of the

16-18    foreign limited liability partnership on whom may be served any

16-19    process, notice, or demand required or permitted by law to be

16-20    served on the foreign limited liability partnership.

16-21          (k)  The secretary of state is an agent of the foreign

16-22    limited liability partnership on whom any process, notice, or

16-23    demand may be served if:

16-24                (1)  a foreign limited liability partnership registered

16-25    in Texas fails to appoint or maintain a registered agent in Texas;

 17-1                (2)  its registered agent cannot with reasonable

 17-2    diligence be found at the registered office;

 17-3                (3)  its registration is canceled; or

 17-4                (4)  a foreign limited liability partnership transacts

 17-5    business in Texas without having registered under Section 10.02.

 17-6          (l)  Service on the secretary of state of any process,

 17-7    notice, or demand shall be made by delivering duplicate copies of

 17-8    the process, notice, or demand to the secretary of state, assistant

 17-9    secretary of state, or any clerk having charge of the corporation

17-10    department of the secretary of state's office.  If any process,

17-11    notice, or demand is served on the secretary of state, the

17-12    secretary of state shall immediately forward one of the copies by

17-13    registered mail addressed to the foreign limited liability

17-14    partnership at its principal office in the state under which the

17-15    foreign limited liability partnership is formed as shown on the

17-16    statement of foreign qualification.  Service had in this manner on

17-17    the secretary of state is returnable in not less than 30 days.

17-18          (m)  The secretary of state shall keep a record of all

17-19    processes, notices, and demands served on the secretary of state

17-20    under this section and shall record the time of the service and the

17-21    action taken with reference to each.

17-22          (n)  This section does not limit or affect the right to serve

17-23    any process, notice, or demand required or permitted by law to be

17-24    served on a foreign limited liability partnership in another manner

17-25    permitted by law.

 18-1                 ARTICLE XI [X].  MISCELLANEOUS PROVISIONS

 18-2          Sec. 11.01 [10.01].  SHORT TITLE.  This Act may be cited as

 18-3    the "Texas Revised Partnership Act."

 18-4          Sec. 11.02 [10.02].  SEVERABILITY.  If a provision of this

 18-5    Act or its application to a person or circumstance is held invalid,

 18-6    the invalidity does not affect other provisions or applications of

 18-7    this Act that can be given effect without the invalid provision or

 18-8    application, and to this end the provisions of this Act are

 18-9    severable.

18-10          Sec. 11.03 [10.03].  APPLICATION.  (a)  Before January 1,

18-11    1999.  Except as provided by Subsection (b), before January 1,

18-12    1999, this Act applies only to a partnership formed:

18-13                (1)  on or after January 1, 1994, unless that

18-14    partnership is continuing the business of a dissolved partnership

18-15    under Section 41, Texas Uniform Partnership Act (Article 6132b,

18-16    Vernon's Texas Civil Statutes), and its subsequent amendments; and

18-17                (2)  before January 1, 1994, that elects, as provided

18-18    by Subsection (d), to be governed by this Act.

18-19          (b)  Registered Limited Liability Partnership.  Section 3.08

18-20    of this Act, including the fee provisions, applies to a registered

18-21    limited liability partnership, regardless of the date of formation

18-22    and regardless of whether the partnership elects to be governed by

18-23    this Act, except that a registered limited liability partnership

18-24    formed before January 1, 1994, is subject to Sections 2, 15(2)-(4),

18-25    45-A, 45-B, and 45-C, Texas Uniform Partnership Act (Article 6132b,

 19-1    Vernon's Texas Civil Statutes), for purposes of determining

 19-2    liability for errors, omissions, negligence, incompetence, or

 19-3    malfeasance occurring before January 1, 1994.

 19-4          (c)  After December 31, 1998.  After December 31, 1998, this

 19-5    Act applies to all partnerships.

 19-6          (d)  Voluntary Application Early.  Before January 1, 1999, a

 19-7    partnership formed before January 1, 1994, voluntarily may elect,

 19-8    by complying with the procedures provided in its partnership

 19-9    agreement for amending the partnership agreement, to adopt this

19-10    Act.  The provisions of this Act relating to the liability of the

19-11    partnership's partners to third parties apply to limit those

19-12    partners' liability to a third party who had done business with the

19-13    partnership within one year preceding the partnership's election to

19-14    adopt this Act only if the partnership gives notice to the third

19-15    party of the partnership's election to adopt this Act.

19-16          Sec. 11.04 [10.04].  APPLICATION TO EXISTING RELATIONSHIPS.

19-17    (a)  This Act does not impair the obligations of a contract

19-18    existing when this Act takes effect or affect an action or

19-19    proceeding begun or right accrued before this Act takes effect.

19-20          (b)  A judgment against a partnership or a partner in an

19-21    action commenced before the effective date of this Act may be

19-22    enforced in the same manner as a judgment rendered before the

19-23    effective date of this Act.

19-24          SECTION 3.  (a)  This Act takes effect September 1, 1997, and

19-25    applies to a foreign limited liability partnership affected by this

 20-1    Act, regardless of the date of formation.

 20-2          (b)  This Act shall not affect any action or proceeding

 20-3    commenced before the effective date.

 20-4          SECTION 4.  The importance of this legislation and the

 20-5    crowded condition of the calendars in both houses create an

 20-6    emergency and an imperative public necessity that the

 20-7    constitutional rule requiring bills to be read on three several

 20-8    days in each house be suspended, and this rule is hereby suspended.