By Staples S.B. No. 1320
77R8730 T
A BILL TO BE ENTITLED
1-1 AN ACT
1-2 relating to filings made with the secretary of state by business
1-3 organizations.
1-4 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
1-5 SECTION 1. Article 2.04, Texas Limited Liability Company Act
1-6 (Article 1528n, Vernon's Texas Civil Statutes), is amended by
1-7 adding Subsection D to read as follows:
1-8 D. Any person for whom a specified company name has been
1-9 reserved pursuant to Section B of this article may, during the
1-10 period for which such name is reserved, terminate such reservation
1-11 by filing with the Secretary of State an application for
1-12 cancellation of reservation of company name, together with the
1-13 applicable fee.
1-14 SECTION 2. Subsection B, Article 3.06, Texas Limited
1-15 Liability Company Act (Article 1528n, Vernon's Texas Civil
1-16 Statutes), is amended to read as follows:
1-17 B. The articles of amendment shall set forth:
1-18 (1) The name of the limited liability company.
1-19 (2) If the amendment alters any provision of the
1-20 original or amended articles of organization an identification by
1-21 reference or description of the altered provision and a statement
1-22 of its text as it is amended to read. If the amendment is an
1-23 addition to the original or amended articles of organization a
1-24 statement of that fact and the text of each provision added.
2-1 (3) A statement that the amendment was approved in
2-2 accordance with Section [D or] G or H of Article 2.23 of this Act
2-3 or as otherwise provided in the articles of organization or
2-4 regulations and the date of the approval.
2-5 SECTION 3. Subsection D, Article 3.09, Texas Limited
2-6 Liability Company Act (Article 1528n, Vernon's Texas Civil
2-7 Statutes), is amended to read as follows:
2-8 D. Restated articles of organization must be executed on
2-9 behalf of the limited liability company by an authorized manager or
2-10 member unless capital has not been paid into the limited liability
2-11 company and the restated articles of organization have been adopted
2-12 by action of a majority of the initial managers or a majority of
2-13 the initial members named in the articles of organization as
2-14 provided by Article 2.23 of this Act [the organizer], in which case
2-15 the restated articles of organization may be executed on behalf of
2-16 the limited liability company by a majority of the persons adopting
2-17 such restated articles [the organizer]. The original and a copy of
2-18 the restated articles of organization shall be delivered to the
2-19 Secretary of State. If the Secretary of State finds that the
2-20 restated articles of organization conform to law, and the
2-21 appropriate filing fee is paid as required by law, the Secretary of
2-22 State shall:
2-23 (1) endorse on the original and the copy the word
2-24 "Filed" and the month, day, and year of filing;
2-25 (2) file the original in the Secretary of State's
2-26 office; and
2-27 (3) issue a restated certificate of organization and
3-1 affix the copy to the restated certificate of organization.
3-2 SECTION 4. Subsection A, Article 6.07, Texas Limited
3-3 Liability Company Act (Article 1528n, Vernon's Texas Civil
3-4 Statutes), is amended to read as follows:
3-5 A. If voluntary dissolution proceedings have not been
3-6 revoked, then, when all liabilities and obligations of the limited
3-7 liability company have been paid or discharged, or adequate
3-8 provision has been made therefor, or in case its property and
3-9 assets are not sufficient to satisfy and discharge all the limited
3-10 liability company's liabilities and obligations, then when all the
3-11 property and assets have been applied so far as they will go to the
3-12 just and equitable payment of the limited liability company's
3-13 liabilities and obligations, and all of the remaining property and
3-14 assets of the limited liability have been distributed to its
3-15 members according to their respective rights and interest, articles
3-16 of dissolution shall be executed on behalf of the limited liability
3-17 company by a manager or authorized member, or in accordance with
3-18 Section G of Article 2.23 of this Act [the case of a dissolution by
3-19 action of the organizer of the limited liability company, by the
3-20 organizer], which shall set forth:
3-21 (1) The name of the limited liability company.
3-22 (2) The names and respective addresses of its
3-23 managers, if any.
3-24 (3) That all debts, obligations, and liabilities of
3-25 the limited liability company have been paid or discharged or that
3-26 adequate provision has been made therefor, or, in case the limited
3-27 liability company's property and assets were not sufficient to
4-1 satisfy and discharge all its debts, liabilities, and obligations,
4-2 that all property and assets have been applied so far as they will
4-3 go to the payment thereof in a just and equitable manner and that
4-4 no property or assets remain available for distribution among its
4-5 members, or, that the limited liability company has not acquired
4-6 any debts, obligations, or liabilities.
4-7 (4) That all remaining property and assets of the
4-8 limited liability company have been distributed among its members
4-9 in accordance with their respective rights and interest or that no
4-10 property remained for distribution to members after applying it as
4-11 far as it would go to the just and equitable payment of the debts,
4-12 liabilities, and obligations of the limited liability company, or
4-13 that the limited liability company has not acquired any property or
4-14 assets and therefore distributions to members were not required.
4-15 (5) If capital has not been paid into the limited
4-16 liability company, [a copy of the resolution to dissolve, together
4-17 with] a statement that the resolution was adopted by the act of a
4-18 majority of the initial managers or a majority of the initial
4-19 members named in the articles of organization in accordance with
4-20 Section G, Article 2.23, of this Act [the organizer or the managers
4-21 of the limited liability company] and of the date of adoption.
4-22 (6) If the limited liability company elected to
4-23 dissolve by action of its members, [a copy of the resolution to
4-24 dissolve, together with] a statement that the resolution was
4-25 adopted in accordance with Section D, Article 2.23, of this Act or
4-26 as otherwise provided in the articles of incorporation or the
4-27 regulations and the date of adoption.
5-1 SECTION 5. Subsection E, Article 7.11, Texas Limited
5-2 Liability Company Act (Article 1528n, Vernon's Texas Civil
5-3 Statutes), is amended to read as follows:
5-4 E. Any foreign limited liability company whose certificate
5-5 of authority has been revoked by the Secretary of State under the
5-6 provisions of Section B of this article may be reinstated by the
5-7 Secretary of State at any time within a period of 36 [24] months
5-8 from the date of revocation, upon approval of an application for
5-9 reinstatement signed by a manager or member of the foreign limited
5-10 liability company. Such application shall be filed by the
5-11 Secretary of State whenever it is established to the Secretary of
5-12 State's satisfaction that in fact there was no cause for the
5-13 revocation, or whenever the neglect, omission or delinquency
5-14 resulting in revocation has been corrected and payment made of all
5-15 fees, taxes, penalties and interest due thereon which accrued
5-16 before the revocation plus an amount equal to the total taxes from
5-17 the date of revocation to the date of reinstatement which would
5-18 have been payable had the foreign limited liability company
5-19 certificate not been revoked. A reinstatement filing fee of $50
5-20 shall accompany the application for reinstatement.
5-21 Reinstatement shall not be authorized if the foreign limited
5-22 liability company name is the same as or deceptively similar to a
5-23 foreign limited liability company, corporation or limited
5-24 partnership name already on file or reserved or registered, unless
5-25 the foreign limited liability company being reinstated
5-26 contemporaneously amends its certificate of authority to change its
5-27 name.
6-1 When the application for reinstatement is approved and filed
6-2 by the Secretary of State, the foreign limited liability company's
6-3 authority to do business in Texas shall be deemed to have continued
6-4 without interruption from the date of revocation, except that
6-5 reinstatement shall have no effect upon any issue of personal
6-6 liability of the manager or member, or agents of the foreign
6-7 limited liability company during the period between revocation and
6-8 reinstatement.
6-9 SECTION 6. Subsection A, Article 10.03, Texas Limited
6-10 Liability Company Act (Article 1528n, Vernon's Texas Civil
6-11 Statutes), is amended to read as follows:
6-12 A. After a plan of merger has been approved by each of the
6-13 limited liability companies or other entities that is a party to
6-14 the plan of merger, articles of merger shall be executed on behalf
6-15 of each domestic limited liability company that is a party to the
6-16 plan of merger by at least one member, manager, officer, or other
6-17 agent or representative of the limited liability company who is
6-18 authorized to execute articles of merger by the articles of
6-19 organization or regulations or shall be approved by authorizing
6-20 resolutions adopted by the act of the members. At least one
6-21 authorized representative of each other foreign limited liability
6-22 company or other entity that is a party to the plan of merger shall
6-23 also execute the articles of merger. The articles of merger must
6-24 include:
6-25 (1) the plan of merger or statement certifying the
6-26 following:
6-27 (a) the name and state of incorporation or organization of
7-1 each domestic or foreign limited liability company or other entity
7-2 that is a party to the plan of merger or that is to be created
7-3 thereby;
7-4 (b) that a plan of merger has been approved;
7-5 (c) such amendments or changes in the articles of
7-6 organization of each domestic surviving limited liability company,
7-7 or if no such amendments are desired to be effected by the merger,
7-8 a statement to that effect;
7-9 (d) that the articles of organization of each new domestic
7-10 limited liability company to be created pursuant to the terms of
7-11 the plan of merger are being filed with the Secretary of State with
7-12 the articles of merger;
7-13 (e) that an executed plan of merger is on file at the
7-14 principal place of business of each surviving or new domestic or
7-15 foreign limited liability company or other entity, stating the
7-16 address thereof; and
7-17 (f) that a copy of the plan of merger will be furnished by
7-18 each surviving, or new domestic or foreign limited liability
7-19 company or other entity, on written request and without cost, to
7-20 any member of each domestic limited liability company that is a
7-21 party to or created by the plan of merger and, in the case of a
7-22 merger with multiple surviving domestic or foreign limited
7-23 liability companies or other entities, to any creditor or obligee
7-24 of the parties to the merger at the time of the merger if such
7-25 obligation is then outstanding; and
7-26 (2) as to each domestic or foreign limited liability
7-27 company or other entity that is a party to the plan of merger, a
8-1 statement that the plan of merger was authorized by all action
8-2 required by the laws under which it was formed or organized or by
8-3 its constituent documents.
8-4 SECTION 7. Subsection A, Article 11.01, Texas Limited
8-5 Liability Company Act (Article 1528n, Vernon's Texas Civil
8-6 Statutes), is amended by amending Subdivision (2) and renumbering
8-7 the text of Subdivision (3) as added by Acts 1999, 76th
8-8 Legislature, Chapter 1245, Section 3 to read as follows:
8-9 A. (1) One or more persons may organize a professional
8-10 limited liability company by filing articles of organization with
8-11 the Secretary of State in accordance with Part Three of this Act.
8-12 In addition to other provisions required or permitted by law, the
8-13 articles of organization of a professional limited liability
8-14 company must include a statement:
8-15 (a) that the limited liability company is a professional
8-16 limited liability company; and
8-17 (b) describing the specific kind of professional service to
8-18 be rendered by the limited liability company.
8-19 (2) Except as provided by Subdivisions (3) and (4) of
8-20 this subsection, a professional limited liability company:
8-21 (a) may be organized under this Act only for the purpose of
8-22 rendering one specific type of professional service and ancillary
8-23 services; and
8-24 (b) may not render more than one kind of professional
8-25 service.
8-26 (3) Doctors of medicine and osteopathy licensed by the
8-27 Texas State Board of Medical Examiners and podiatrists licensed by
9-1 the Texas State Board of Podiatric Medical Examiners may organize a
9-2 professional limited liability company that is jointly owned by
9-3 those practitioners to perform a professional service that falls
9-4 within the scope of practice of those practitioners. When doctors
9-5 of medicine, osteopathy, and podiatry organize a professional
9-6 limited liability company that is jointly owned by those
9-7 practitioners, the authority of each of the practitioners is
9-8 limited by the scope of practice of the respective practitioners
9-9 and none can exercise control over the other's clinical authority
9-10 granted by their respective licenses, either through agreements,
9-11 bylaws, directives, financial incentives, or other arrangements
9-12 that would assert control over treatment decisions made by the
9-13 practitioner. The Texas State Board of Medical Examiners and the
9-14 Texas State Board of Podiatric Medical Examiners continue to
9-15 exercise regulatory authority over their respective licenses.
9-16 (4) [(3)] Professionals, other than physicians,
9-17 engaged in related mental health fields such as psychology,
9-18 clinical social work, licensed professional counseling, and
9-19 licensed marriage and family therapy may organize a professional
9-20 limited liability company that is jointly owned by those
9-21 practitioners to perform a professional service that falls within
9-22 the scope of practice of those practitioners. When mental health
9-23 professionals organize a professional limited liability company
9-24 that is jointly owned by those practitioners, the authority of each
9-25 of the practitioners is limited by the scope of practice of the
9-26 respective practitioner, and none can exercise control over the
9-27 others' clinical authority granted by their respective licenses,
10-1 whether through agreements, bylaws, directives, financial
10-2 incentives, or other arrangements that would assert control over
10-3 treatment decisions made by a practitioner. The state agencies
10-4 exercising regulatory control over professions to which this
10-5 subdivision applies continue to exercise regulatory authority over
10-6 their respective licenses.
10-7 SECTION 8. Subsection A, Article 6.05, Texas Non-Profit
10-8 Corporation Act (Article 1396-6.05, Vernon's Texas Civil Statutes),
10-9 is amended to read as follows:
10-10 A. If voluntary dissolution proceedings have not been
10-11 revoked, then when all debts, liabilities and obligations of the
10-12 corporation have been paid and discharged, or adequate provision
10-13 has been made therefor, or, in case its property and assets are not
10-14 sufficient to satisfy and discharge all the corporation's
10-15 liabilities and obligations, then when all the property and assets
10-16 have been applied so far as they will go to the just and equitable
10-17 payment of the corporation's liabilities and obligations, and all
10-18 of the remaining property and assets of the corporation have been
10-19 transferred, conveyed or distributed in accordance with the
10-20 provisions of this Act, articles of dissolution shall be signed on
10-21 behalf of the corporation by an officer and shall set forth:
10-22 (1) The name of the corporation.
10-23 (2) Where there are members having voting rights,
10-24 (a) a statement setting forth the date of the meeting of members
10-25 at which the resolution to dissolve was adopted, that a quorum was
10-26 present at such meeting, and that such resolution received at least
10-27 two-thirds (2/3) of the votes which members present at such meeting
11-1 in person or by proxy were entitled to cast, as well as, in the
11-2 case of any class entitled to vote as a class thereon by the terms
11-3 of the articles of incorporation or of the by-laws, at least
11-4 two-thirds (2/3) of the votes which members of any such class who
11-5 were present at such meeting in person or by proxy were entitled to
11-6 cast, or (b) a statement that such resolution was adopted by a
11-7 consent in writing signed by all members entitled to vote with
11-8 respect thereto.
11-9 (3) Where there are no members, or no members having
11-10 voting rights, a statement of such fact, the date of the meeting of
11-11 the board of directors at which the resolution to dissolve was
11-12 adopted and a statement of the fact that such resolution received
11-13 the vote of a majority of the directors in office.
11-14 (4) That all debts, obligations, and liabilities of
11-15 the corporation have been paid and discharged or that adequate
11-16 provision has been made therefor, or, in case the corporation's
11-17 property and assets were not sufficient to satisfy and discharge
11-18 all its liabilities and obligations, that all the property and
11-19 assets have been applied so far as they would go to the payment
11-20 thereof in a just and equitable manner and that no property or
11-21 assets remained available for distribution among its members.
11-22 (5) That all the remaining property and assets of the
11-23 corporation have been transferred, conveyed or distributed in
11-24 accordance with the provisions of this Act; provided, however, that
11-25 if assets were received and held by the corporation subject to
11-26 limitations permitting their use only for charitable, religious,
11-27 eleemosynary, benevolent, educational or similar purposes, but not
12-1 held upon a condition requiring return, transfer or conveyance by
12-2 reason of the dissolution, there shall also be set forth a
12-3 statement that a [copy of the] plan of distribution has been
12-4 adopted as provided in this Act for the distribution of such
12-5 assets, and a statement that distribution has been effected in
12-6 accordance with such plan.
12-7 (6) That there are no suits pending against the
12-8 corporation in any court, or that adequate provision has been made
12-9 for the satisfaction of any judgment, order or decree which may be
12-10 entered against it in any pending suit.
12-11 SECTION 9. Subsection E, Article 7.01, Texas Non-Profit
12-12 Corporation Act (Article 1396-7.01, Vernon's Texas Civil Statutes),
12-13 is amended to read as follows:
12-14 E. Any corporation dissolved by the Secretary of State under
12-15 the provisions of Section B of this article may be reinstated by
12-16 the Secretary of State at any time within a period of 36 [12]
12-17 months from the date of such dissolution, upon approval of an
12-18 application for reinstatement signed by an officer or director of
12-19 the dissolved corporation. Such application shall be filed by the
12-20 Secretary of State whenever it is established to his satisfaction
12-21 that in fact there was no cause for the dissolution, or whenever
12-22 the neglect, omission or delinquency resulting in dissolution has
12-23 been corrected and payment made of all fees, taxes, penalties and
12-24 interest due thereon which accrued before the dissolution plus an
12-25 amount equal to the total taxes from the date of dissolution to the
12-26 date of reinstatement which would have been payable had the
12-27 corporation not been dissolved. A reinstatement filing fee of
13-1 $25.00 shall accompany the application for reinstatement.
13-2 Reinstatement shall not be authorized if the corporate name
13-3 is the same as or deceptively similar to a corporate name already
13-4 on file or reserved or registered, unless the corporation being
13-5 reinstated contemporaneously amends the articles of incorporation
13-6 to change its name.
13-7 When the application for reinstatement is approved and filed
13-8 by the Secretary of State, the corporate existence shall be deemed
13-9 to have continued without interruption from the date of dissolution
13-10 except the reinstatement shall have no effect upon any issue of
13-11 personal liability of the directors, officers, or agents of the
13-12 corporation during the period between dissolution and
13-13 reinstatement.
13-14 SECTION 10. Subsection E, Article 8.15, Texas Non-Profit
13-15 Corporation Act (Article 1396-8.15, Vernon's Texas Civil Statutes),
13-16 is amended to read as follows:
13-17 E. Any corporation whose certificate of authority has been
13-18 revoked by the Secretary of State under the provisions of Section B
13-19 of this article may be reinstated by the Secretary of State at any
13-20 time within a period of 36 [12] months from the date of such
13-21 dissolution, upon approval of an application for reinstatement
13-22 signed by an officer or director of the corporation. Such
13-23 application shall be filed by the Secretary of State whenever it is
13-24 established to his satisfaction that in fact there was no cause for
13-25 the revocation, or whenever the neglect, omission or delinquency
13-26 resulting in revocation has been corrected and payment made of all
13-27 fees, taxes, penalties and interest due thereon which accrued
14-1 before the revocation plus an amount equal to the total taxes from
14-2 the date of revocation to the date of reinstatement which would
14-3 have been payable had the corporation's certificate not been
14-4 revoked. A reinstatement filing fee of $25.00 shall accompany the
14-5 application for reinstatement.
14-6 Reinstatement shall not be authorized if the corporate name
14-7 is the same as or deceptively similar to a corporate name already
14-8 on file or reserved or registered, unless the corporation being
14-9 reinstated contemporaneously amends its certificate of authority to
14-10 change its name.
14-11 When the application for reinstatement is approved and filed
14-12 by the Secretary of State, the corporate authority to do business
14-13 in Texas shall be deemed to have continued without interruption
14-14 from the date of revocation, except that reinstatement shall have
14-15 no effect upon any issue of personal liability of the directors,
14-16 officers, or agents of the corporation during the period between
14-17 revocation and reinstatement.
14-18 SECTION 11. Subsection (i) of Section 1.06, Texas Revised
14-19 Limited Partnership Act (Article 6132a-1, Vernon's Texas Civil
14-20 Statutes), is amended to read as follows:
14-21 (i) The statement required by Subsection (h) of this section
14-22 must be signed [and verified] by the registered agent or, if the
14-23 registered agent is a corporation, by an officer of the
14-24 corporation. If the registered agent is simultaneously filing
14-25 statements for more than one limited partnership, each statement
14-26 may contain a facsimile signature in the execution. If the
14-27 secretary of state finds that the statement conforms to this
15-1 section, the secretary of state, on receipt of the filing fee,
15-2 shall file it in accordance with Subsection (a) of Section 2.07 of
15-3 this Act as if it were a certificate of amendment. The address of
15-4 the registered office of the limited partnership is changed on the
15-5 filing of the statement by the secretary of state. Filing of the
15-6 statement amends the certificate of limited partnership or
15-7 registration as a foreign limited partnership regarding the
15-8 information required by Subdivision (2) of Subsection (a) of
15-9 Section 2.01 or Subdivision (4) of Subsection (a) of Section 9.02
15-10 of this Act, as appropriate, and no further action is required
15-11 under Section 2.02 of this Act.
15-12 SECTION 12. Section 12.01, Texas Revised Limited Partnership
15-13 Act (Article 6132a-1, Vernon's Texas Civil Statutes), is amended by
15-14 amending Subdivision (2) to read as follows:
15-15 Sec. 12.01. The secretary of state shall collect for the use
15-16 of the state:
15-17 (1) for filing a certificate of limited partnership
15-18 under Section 2.01 of this Act, or an application for registration
15-19 as a foreign limited partnership under Section 9.02 of this Act, a
15-20 fee of $750;
15-21 (2) for filing a certificate of amendment under
15-22 Section 2.02 of this Act, a certificate of cancellation under
15-23 Section 2.03 of this Act, a restated certificate of limited
15-24 partnership under Section 2.10 of this Act, a certificate of merger
15-25 under Section 2.11 of this Act, a certificate of correction under
15-26 Section 2.13 [2.12] of this Act, a certificate of conversion under
15-27 Section 2.15 of this Act, a certificate under Section 9.05 of this
16-1 Act, or a certificate of cancellation under Section 9.06 of this
16-2 Act, a fee of $200;
16-3 (3) for filing an application for registration of name
16-4 or an application for renewal of registration of name under Section
16-5 1.05 of this Act, a fee of $75;
16-6 (4) for filing a statement for change of registered
16-7 office, registered agent, or both, under Subsection (b) of Section
16-8 1.06 of this Act, or a statement for change of location of
16-9 registered office under Subsection (h) of Section 1.06 of this
16-10 Act, a fee of $50, except that the maximum fee for simultaneous
16-11 filings by a registered agent for more than one limited partnership
16-12 may not exceed $2,500;
16-13 (5) for the filing of an application for reservation
16-14 of name under Subsection (b) of Section 1.04 of this Act, a notice
16-15 of transfer of reservation under Subsection (b) of Section 1.04 of
16-16 this Act, or for preclearance of any document for filing, a fee of
16-17 $50; and
16-18 (6) for filing any instrument under this Act not
16-19 expressly provided for above, a fee of $25.
16-20 SECTION 13. Section 6.01, Texas Revised Partnership Act
16-21 (Article 6132b-6.01, Vernon's Texas Civil Statutes), is amended by
16-22 amending Subsection (b) to add a new Subdivision (11) and by adding
16-23 a new Subsection (c) to read as follows:
16-24 (a) No Longer a Partner. A person ceases to be a partner on
16-25 the occurrence of an event of withdrawal.
16-26 (b) Event of Withdrawal. An event of withdrawal of a partner
16-27 occurs on:
17-1 (1) receipt by the partnership of notice of the
17-2 partner's express will to withdraw as a partner on the date of
17-3 receipt of the notice or on a later date specified in the notice;
17-4 (2) an event specified in the partnership agreement as
17-5 causing the partner's withdrawal;
17-6 (3) the partner's expulsion as provided in the
17-7 partnership agreement;
17-8 (4) the partner's expulsion by the vote of a
17-9 majority-in-interest of the other partners if:
17-10 (A) it is unlawful to carry on the partnership
17-11 business with that partner;
17-12 (B) there has been a transfer of all or
17-13 substantially all of that partner's partnership interest, other
17-14 than:
17-15 (i) a transfer for security purposes that
17-16 has not been foreclosed; or
17-17 (ii) the substitution of a successor
17-18 trustee or successor personal representative;
17-19 (C) within 90 days after the date the
17-20 partnership notifies a corporate partner that it will be expelled
17-21 because it has filed a certificate of dissolution or the
17-22 equivalent, its charter has been revoked, or its right to conduct
17-23 business has been suspended by the jurisdiction of its
17-24 incorporation, the certificate of dissolution is not revoked or its
17-25 charter or its right to conduct business is not reinstated; or
17-26 (D) an event requiring a winding up has occurred
17-27 with respect to a partnership that is a partner;
18-1 (5) application by the partnership or another partner
18-2 for the partner's expulsion by judicial decree because:
18-3 (A) the partner engaged in wrongful conduct that
18-4 adversely and materially affected the partnership business;
18-5 (B) the partner wilfully or persistently
18-6 committed a material breach of the partnership agreement or of a
18-7 duty owed to the partnership or the other partners under Section
18-8 4.04; or
18-9 (C) the partner engaged in conduct relating to
18-10 the partnership business that made it not reasonably practicable to
18-11 carry on the business in partnership with that partner;
18-12 (6) the partner:
18-13 (A) becoming a debtor in bankruptcy;
18-14 (B) executing an assignment for the benefit of
18-15 creditors;
18-16 (C) seeking, consenting to, or acquiescing in
18-17 the appointment of a trustee, receiver, or liquidator of that
18-18 partner or of all or substantially all of that partner's property;
18-19 or
18-20 (D) failing, within 90 days after the
18-21 appointment, to have vacated or stayed the appointment of a
18-22 trustee, receiver, or liquidator of the partner or of all or
18-23 substantially all of the partner's property obtained without the
18-24 partner's consent or acquiescence, or failing within 90 days after
18-25 the date of expiration of a stay to have the appointment vacated;
18-26 (7) in the case of a partner who is an individual:
18-27 (A) the partner's death;
19-1 (B) the appointment of a guardian or general
19-2 conservator for the partner; or
19-3 (C) a judicial determination that the partner
19-4 has otherwise become incapable of performing the partner's duties
19-5 under the partnership agreement;
19-6 (8) termination of a partner's existence;
19-7 (9) in the case of a partner that has transferred all
19-8 of the partner's partnership interest, redemption of the
19-9 transferee's interest under Sections 7.01(n)-(r); [or]
19-10 (10) an agreement to continue the partnership under
19-11 Section 8.01(g) if the partnership has received a notice from the
19-12 partner under Section 8.01(g) requesting that the partnership be
19-13 wound up; or
19-14 (11) a conversion of the partnership if the partner:
19-15 (A) did not consent to the conversion; and
19-16 (B) failed to notify the partnership in writing
19-17 of the partner's desire not to withdraw within 60 days after the
19-18 later of:
19-19 (i) the effective date of the conversion;
19-20 or
19-21 (ii) the date the partner receives actual
19-22 notice of the conversion.
19-23 (c) Withdrawal on Conversion. A withdrawal of a partner
19-24 under the circumstances described in Subsection (b)(11) of this
19-25 section is effective immediately before the effective date of the
19-26 conversion, and is not considered a wrongful withdrawal.
19-27 SECTION 14. Section 7.01(a), Texas Revised Partnership Act
20-1 (Article 6132b-7.01, Vernon's Texas Civil Statutes), is amended to
20-2 read as follows:
20-3 (a) Redemption. If an event of withdrawal occurs under
20-4 Sections 6.01(b)(1)-(9) and an event requiring a winding up does
20-5 not occur within 60 days after the date of the withdrawal, or on a
20-6 partner's withdrawal under Section 6.01(b)(10) or Section
20-7 6.01(b)(11), the partnership interest of the withdrawn partner
20-8 automatically is redeemed by the partnership as of the date of
20-9 withdrawal in accordance with this section.
20-10 SECTION 15. Section 10.05(i), Texas Revised Partnership Act
20-11 (Article 6132b-10.05, Vernon's Texas Civil Statutes), is amended to
20-12 read as follows:
20-13 (i) The statement required by Subsection (h) of this section
20-14 must be signed [and verified] by the registered agent or, if the
20-15 registered agent is a corporation, by an officer of the
20-16 corporation. If the registered agent is simultaneously filing
20-17 statements for more than one limited liability partnership, each
20-18 statement may contain a facsimile signature in the execution. If
20-19 the secretary of state finds that the statement conforms to this
20-20 section, the secretary of state, on receipt of the filing fee,
20-21 shall file it in accordance with Section 10.02(k) as if it were an
20-22 amendment to the statement of foreign qualification. The address
20-23 of the registered office of the foreign limited liability
20-24 partnership is changed on the filing of the statement by the
20-25 secretary of state. Filing of the statement amends the statement
20-26 of foreign qualification regarding the information required by
20-27 Section 10.02(a)(5) and no further action is required under Section
21-1 10.02(k).
21-2 SECTION 16. REPEALER. Section 18, Texas Professional
21-3 Corporation Act (Article 1528e, Vernon's Texas Civil Statutes), is
21-4 repealed.
21-5 SECTION 17. This Act takes effect September 1, 2001.