1-1 By: Staples S.B. No. 1320
1-2 (In the Senate - Filed March 8, 2001; March 13, 2001, read
1-3 first time and referred to Committee on State Affairs;
1-4 March 28, 2001, reported favorably by the following vote: Yeas 9,
1-5 Nays 0; March 28, 2001, sent to printer.)
1-6 A BILL TO BE ENTITLED
1-7 AN ACT
1-8 relating to filings made with the secretary of state by business
1-9 organizations.
1-10 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
1-11 SECTION 1. Article 2.04, Texas Limited Liability Company Act
1-12 (Article 1528n, Vernon's Texas Civil Statutes), is amended by
1-13 adding Section D to read as follows:
1-14 D. Any person for whom a specified company name has been
1-15 reserved pursuant to Section B of this article may, during the
1-16 period for which such name is reserved, terminate such reservation
1-17 by filing with the Secretary of State an application for
1-18 cancellation of reservation of company name, together with the
1-19 applicable fee.
1-20 SECTION 2. Section B, Article 3.06, Texas Limited Liability
1-21 Company Act (Article 1528n, Vernon's Texas Civil Statutes), is
1-22 amended to read as follows:
1-23 B. The articles of amendment shall set forth:
1-24 (1) The name of the limited liability company.
1-25 (2) If the amendment alters any provision of the
1-26 original or amended articles of organization an identification by
1-27 reference or description of the altered provision and a statement
1-28 of its text as it is amended to read. If the amendment is an
1-29 addition to the original or amended articles of organization a
1-30 statement of that fact and the text of each provision added.
1-31 (3) A statement that the amendment was approved in
1-32 accordance with Section [D or] G or H of Article 2.23 of this Act
1-33 or as otherwise provided in the articles of organization or
1-34 regulations and the date of the approval.
1-35 SECTION 3. Section D, Article 3.09, Texas Limited Liability
1-36 Company Act (Article 1528n, Vernon's Texas Civil Statutes), is
1-37 amended to read as follows:
1-38 D. Restated articles of organization must be executed on
1-39 behalf of the limited liability company by an authorized manager or
1-40 member unless capital has not been paid into the limited liability
1-41 company and the restated articles of organization have been adopted
1-42 by action of a majority of the initial managers or a majority of
1-43 the initial members named in the articles of organization as
1-44 provided by Article 2.23 of this Act [the organizer], in which case
1-45 the restated articles of organization may be executed on behalf of
1-46 the limited liability company by a majority of the persons adopting
1-47 such restated articles [the organizer]. The original and a copy of
1-48 the restated articles of organization shall be delivered to the
1-49 Secretary of State. If the Secretary of State finds that the
1-50 restated articles of organization conform to law, and the
1-51 appropriate filing fee is paid as required by law, the Secretary of
1-52 State shall:
1-53 (1) endorse on the original and the copy the word
1-54 "Filed" and the month, day, and year of filing;
1-55 (2) file the original in the Secretary of State's
1-56 office; and
1-57 (3) issue a restated certificate of organization and
1-58 affix the copy to the restated certificate of organization.
1-59 SECTION 4. Section A, Article 6.07, Texas Limited Liability
1-60 Company Act (Article 1528n, Vernon's Texas Civil Statutes), is
1-61 amended to read as follows:
1-62 A. If voluntary dissolution proceedings have not been
1-63 revoked, then, when all liabilities and obligations of the limited
1-64 liability company have been paid or discharged, or adequate
2-1 provision has been made therefor, or in case its property and
2-2 assets are not sufficient to satisfy and discharge all the limited
2-3 liability company's liabilities and obligations, then when all the
2-4 property and assets have been applied so far as they will go to the
2-5 just and equitable payment of the limited liability company's
2-6 liabilities and obligations, and all of the remaining property and
2-7 assets of the limited liability have been distributed to its
2-8 members according to their respective rights and interest, articles
2-9 of dissolution shall be executed on behalf of the limited liability
2-10 company by a manager or authorized member, or in accordance with
2-11 Section G, Article 2.23, of this Act [the case of a dissolution by
2-12 action of the organizer of the limited liability company, by the
2-13 organizer], which shall set forth:
2-14 (1) The name of the limited liability company.
2-15 (2) The names and respective addresses of its
2-16 managers, if any.
2-17 (3) That all debts, obligations, and liabilities of
2-18 the limited liability company have been paid or discharged or that
2-19 adequate provision has been made therefor, or, in case the limited
2-20 liability company's property and assets were not sufficient to
2-21 satisfy and discharge all its debts, liabilities, and obligations,
2-22 that all property and assets have been applied so far as they will
2-23 go to the payment thereof in a just and equitable manner and that
2-24 no property or assets remain available for distribution among its
2-25 members, or, that the limited liability company has not acquired
2-26 any debts, obligations, or liabilities.
2-27 (4) That all remaining property and assets of the
2-28 limited liability company have been distributed among its members
2-29 in accordance with their respective rights and interest or that no
2-30 property remained for distribution to members after applying it as
2-31 far as it would go to the just and equitable payment of the debts,
2-32 liabilities, and obligations of the limited liability company, or
2-33 that the limited liability company has not acquired any property or
2-34 assets and therefore distributions to members were not required.
2-35 (5) If capital has not been paid into the limited
2-36 liability company, [a copy of the resolution to dissolve, together
2-37 with] a statement that the resolution was adopted by the act of a
2-38 majority of the initial managers or a majority of the initial
2-39 members named in the articles of organization in accordance with
2-40 Section G, Article 2.23, of this Act [the organizer or the managers
2-41 of the limited liability company] and of the date of adoption.
2-42 (6) If the limited liability company elected to
2-43 dissolve by action of its members, [a copy of the resolution to
2-44 dissolve, together with] a statement that the resolution was
2-45 adopted in accordance with Section D, Article 2.23, of this Act or
2-46 as otherwise provided in the articles of incorporation or the
2-47 regulations and the date of adoption.
2-48 SECTION 5. Section E, Article 7.11, Texas Limited Liability
2-49 Company Act (Article 1528n, Vernon's Texas Civil Statutes), is
2-50 amended to read as follows:
2-51 E. Any foreign limited liability company whose certificate
2-52 of authority has been revoked by the Secretary of State under the
2-53 provisions of Section B of this article may be reinstated by the
2-54 Secretary of State at any time within a period of 36 [24] months
2-55 from the date of revocation, upon approval of an application for
2-56 reinstatement signed by a manager or member of the foreign limited
2-57 liability company. Such application shall be filed by the
2-58 Secretary of State whenever it is established to the Secretary of
2-59 State's satisfaction that in fact there was no cause for the
2-60 revocation, or whenever the neglect, omission or delinquency
2-61 resulting in revocation has been corrected and payment made of all
2-62 fees, taxes, penalties and interest due thereon which accrued
2-63 before the revocation plus an amount equal to the total taxes from
2-64 the date of revocation to the date of reinstatement which would
2-65 have been payable had the foreign limited liability company
2-66 certificate not been revoked. A reinstatement filing fee of $50
2-67 shall accompany the application for reinstatement.
2-68 Reinstatement shall not be authorized if the foreign limited
2-69 liability company name is the same as or deceptively similar to a
3-1 foreign limited liability company, corporation or limited
3-2 partnership name already on file or reserved or registered, unless
3-3 the foreign limited liability company being reinstated
3-4 contemporaneously amends its certificate of authority to change its
3-5 name.
3-6 When the application for reinstatement is approved and filed
3-7 by the Secretary of State, the foreign limited liability company's
3-8 authority to do business in Texas shall be deemed to have continued
3-9 without interruption from the date of revocation, except that
3-10 reinstatement shall have no effect upon any issue of personal
3-11 liability of the manager or member, or agents of the foreign
3-12 limited liability company during the period between revocation and
3-13 reinstatement.
3-14 SECTION 6. Section A, Article 10.03, Texas Limited Liability
3-15 Company Act (Article 1528n, Vernon's Texas Civil Statutes), is
3-16 amended to read as follows:
3-17 A. After a plan of merger has been approved by each of the
3-18 limited liability companies or other entities that is a party to
3-19 the plan of merger, articles of merger shall be executed on behalf
3-20 of each domestic limited liability company that is a party to the
3-21 plan of merger by at least one member, manager, officer, or other
3-22 agent or representative of the limited liability company who is
3-23 authorized to execute articles of merger by the articles of
3-24 organization or regulations or shall be approved by authorizing
3-25 resolutions adopted by the act of the members. At least one
3-26 authorized representative of each other foreign limited liability
3-27 company or other entity that is a party to the plan of merger shall
3-28 also execute the articles of merger. The articles of merger must
3-29 include:
3-30 (1) the plan of merger or statement certifying the
3-31 following:
3-32 (a) the name and state of incorporation or
3-33 organization of each domestic or foreign limited liability company
3-34 or other entity that is a party to the plan of merger or that is to
3-35 be created thereby;
3-36 (b) that a plan of merger has been approved;
3-37 (c) such amendments or changes in the articles
3-38 of organization of each domestic surviving limited liability
3-39 company, or if no such amendments are desired to be effected by the
3-40 merger, a statement to that effect;
3-41 (d) that the articles of organization of each
3-42 new domestic limited liability company to be created pursuant to
3-43 the terms of the plan of merger are being filed with the Secretary
3-44 of State with the articles of merger;
3-45 (e) that an executed plan of merger is on file
3-46 at the principal place of business of each surviving or new
3-47 domestic or foreign limited liability company or other entity,
3-48 stating the address thereof; and
3-49 (f) that a copy of the plan of merger will be
3-50 furnished by each surviving or new domestic or foreign limited
3-51 liability company or other entity, on written request and without
3-52 cost, to any member of each domestic limited liability company that
3-53 is a party to or created by the plan of merger and, in the case of
3-54 a merger with multiple surviving domestic or foreign limited
3-55 liability companies or other entities, to any creditor or obligee
3-56 of the parties to the merger at the time of the merger if such
3-57 obligation is then outstanding; and
3-58 (2) as to each domestic or foreign limited liability
3-59 company or other entity that is a party to the plan of merger, a
3-60 statement that the plan of merger was authorized by all action
3-61 required by the laws under which it was formed or organized or by
3-62 its constituent documents.
3-63 SECTION 7. Section A, Article 11.01, Texas Limited Liability
3-64 Company Act (Article 1528n, Vernon's Texas Civil Statutes), as
3-65 amended by Chapters 813 and 1245, Acts of the 76th Legislature,
3-66 Regular Session, 1999, is amended to read as follows:
3-67 A. (1) One or more persons may organize a professional
3-68 limited liability company by filing articles of organization with
3-69 the Secretary of State in accordance with Part Three of this Act.
4-1 In addition to other provisions required or permitted by law, the
4-2 articles of organization of a professional limited liability
4-3 company must include a statement:
4-4 (a) that the limited liability company is a
4-5 professional limited liability company; and
4-6 (b) describing the specific kind of professional
4-7 service to be rendered by the limited liability company.
4-8 (2) Except as provided by Subdivisions [Subdivision] (3) and
4-9 (4) of this subsection, a professional limited liability company:
4-10 (a) may be organized under this Act only for the
4-11 purpose of rendering one specific type of professional service and
4-12 ancillary services; and
4-13 (b) may not render more than one kind of professional
4-14 service.
4-15 (3) Doctors of medicine and osteopathy licensed by the Texas
4-16 State Board of Medical Examiners and podiatrists licensed by the
4-17 Texas State Board of Podiatric Medical Examiners may organize a
4-18 professional limited liability company that is jointly owned by
4-19 those practitioners to perform a professional service that falls
4-20 within the scope of practice of those practitioners. When doctors
4-21 of medicine, osteopathy, and podiatry organize a professional
4-22 limited liability company that is jointly owned by those
4-23 practitioners, the authority of each of the practitioners is
4-24 limited by the scope of practice of the respective practitioners
4-25 and none can exercise control over the other's clinical authority
4-26 granted by their respective licenses, either through agreements,
4-27 bylaws, directives, financial incentives, or other arrangements
4-28 that would assert control over treatment decisions made by the
4-29 practitioner. The Texas State Board of Medical Examiners and the
4-30 Texas State Board of Podiatric Medical Examiners continue to
4-31 exercise regulatory authority over their respective licenses.
4-32 (4) [(3)] Professionals, other than physicians, engaged in
4-33 related mental health fields such as psychology, clinical social
4-34 work, licensed professional counseling, and licensed marriage and
4-35 family therapy may organize a professional limited liability
4-36 company that is jointly owned by those practitioners to perform a
4-37 professional service that falls within the scope of practice of
4-38 those practitioners. When mental health professionals organize a
4-39 professional limited liability company that is jointly owned by
4-40 those practitioners, the authority of each of the practitioners is
4-41 limited by the scope of practice of the respective practitioner,
4-42 and none can exercise control over the others' clinical authority
4-43 granted by their respective licenses, whether through agreements,
4-44 bylaws, directives, financial incentives, or other arrangements
4-45 that would assert control over treatment decisions made by a
4-46 practitioner. The state agencies exercising regulatory control
4-47 over professions to which this subdivision applies continue to
4-48 exercise regulatory authority over their respective licenses.
4-49 SECTION 8. Section A, Article 6.05, Texas Non-Profit
4-50 Corporation Act (Article 1396-6.05, Vernon's Texas Civil Statutes),
4-51 is amended to read as follows:
4-52 A. If voluntary dissolution proceedings have not been
4-53 revoked, then when all debts, liabilities and obligations of the
4-54 corporation have been paid and discharged, or adequate provision
4-55 has been made therefor, or, in case its property and assets are not
4-56 sufficient to satisfy and discharge all the corporation's
4-57 liabilities and obligations, then when all the property and assets
4-58 have been applied so far as they will go to the just and equitable
4-59 payment of the corporation's liabilities and obligations, and all
4-60 of the remaining property and assets of the corporation have been
4-61 transferred, conveyed or distributed in accordance with the
4-62 provisions of this Act, articles of dissolution shall be signed on
4-63 behalf of the corporation by an officer and shall set forth:
4-64 (1) The name of the corporation.
4-65 (2) Where there are members having voting rights,
4-66 (a) a statement setting forth the date of the meeting of members
4-67 at which the resolution to dissolve was adopted, that a quorum was
4-68 present at such meeting, and that such resolution received at least
4-69 two-thirds (2/3) of the votes which members present at such meeting
5-1 in person or by proxy were entitled to cast, as well as, in the
5-2 case of any class entitled to vote as a class thereon by the terms
5-3 of the articles of incorporation or of the by-laws, at least
5-4 two-thirds (2/3) of the votes which members of any such class who
5-5 were present at such meeting in person or by proxy were entitled to
5-6 cast, or (b) a statement that such resolution was adopted by a
5-7 consent in writing signed by all members entitled to vote with
5-8 respect thereto.
5-9 (3) Where there are no members, or no members having
5-10 voting rights, a statement of such fact, the date of the meeting of
5-11 the board of directors at which the resolution to dissolve was
5-12 adopted and a statement of the fact that such resolution received
5-13 the vote of a majority of the directors in office.
5-14 (4) That all debts, obligations, and liabilities of
5-15 the corporation have been paid and discharged or that adequate
5-16 provision has been made therefor, or, in case the corporation's
5-17 property and assets were not sufficient to satisfy and discharge
5-18 all its liabilities and obligations, that all the property and
5-19 assets have been applied so far as they would go to the payment
5-20 thereof in a just and equitable manner and that no property or
5-21 assets remained available for distribution among its members.
5-22 (5) That all the remaining property and assets of the
5-23 corporation have been transferred, conveyed or distributed in
5-24 accordance with the provisions of this Act; provided, however, that
5-25 if assets were received and held by the corporation subject to
5-26 limitations permitting their use only for charitable, religious,
5-27 eleemosynary, benevolent, educational or similar purposes, but not
5-28 held upon a condition requiring return, transfer or conveyance by
5-29 reason of the dissolution, there shall also be set forth a
5-30 statement that a [copy of the] plan of distribution has been
5-31 adopted as provided in this Act for the distribution of such
5-32 assets, and a statement that distribution has been effected in
5-33 accordance with such plan.
5-34 (6) That there are no suits pending against the
5-35 corporation in any court, or that adequate provision has been made
5-36 for the satisfaction of any judgment, order or decree which may be
5-37 entered against it in any pending suit.
5-38 SECTION 9. Section E, Article 7.01, Texas Non-Profit
5-39 Corporation Act (Article 1396-7.01, Vernon's Texas Civil Statutes),
5-40 is amended to read as follows:
5-41 E. Any corporation dissolved by the Secretary of State under
5-42 the provisions of Section B of this article may be reinstated by
5-43 the Secretary of State at any time within a period of 36 [12]
5-44 months from the date of such dissolution, upon approval of an
5-45 application for reinstatement signed by an officer or director of
5-46 the dissolved corporation. Such application shall be filed by the
5-47 Secretary of State whenever it is established to his satisfaction
5-48 that in fact there was no cause for the dissolution, or whenever
5-49 the neglect, omission or delinquency resulting in dissolution has
5-50 been corrected and payment made of all fees, taxes, penalties and
5-51 interest due thereon which accrued before the dissolution plus an
5-52 amount equal to the total taxes from the date of dissolution to the
5-53 date of reinstatement which would have been payable had the
5-54 corporation not been dissolved. A reinstatement filing fee of
5-55 $25.00 shall accompany the application for reinstatement.
5-56 Reinstatement shall not be authorized if the corporate name
5-57 is the same as or deceptively similar to a corporate name already
5-58 on file or reserved or registered, unless the corporation being
5-59 reinstated contemporaneously amends the articles of incorporation
5-60 to change its name.
5-61 When the application for reinstatement is approved and filed
5-62 by the Secretary of State, the corporate existence shall be deemed
5-63 to have continued without interruption from the date of dissolution
5-64 except the reinstatement shall have no effect upon any issue of
5-65 personal liability of the directors, officers, or agents of the
5-66 corporation during the period between dissolution and
5-67 reinstatement.
5-68 SECTION 10. Section E, Article 8.15, Texas Non-Profit
5-69 Corporation Act (Article 1396-8.15, Vernon's Texas Civil Statutes),
6-1 is amended to read as follows:
6-2 E. Any corporation whose certificate of authority has been
6-3 revoked by the Secretary of State under the provisions of Section B
6-4 of this article may be reinstated by the Secretary of State at any
6-5 time within a period of 36 [12] months from the date of such
6-6 dissolution, upon approval of an application for reinstatement
6-7 signed by an officer or director of the corporation. Such
6-8 application shall be filed by the Secretary of State whenever it is
6-9 established to his satisfaction that in fact there was no cause for
6-10 the revocation, or whenever the neglect, omission or delinquency
6-11 resulting in revocation has been corrected and payment made of all
6-12 fees, taxes, penalties and interest due thereon which accrued
6-13 before the revocation plus an amount equal to the total taxes from
6-14 the date of revocation to the date of reinstatement which would
6-15 have been payable had the corporation's certificate not been
6-16 revoked. A reinstatement filing fee of $25.00 shall accompany the
6-17 application for reinstatement.
6-18 Reinstatement shall not be authorized if the corporate name
6-19 is the same as or deceptively similar to a corporate name already
6-20 on file or reserved or registered, unless the corporation being
6-21 reinstated contemporaneously amends its certificate of authority to
6-22 change its name.
6-23 When the application for reinstatement is approved and filed
6-24 by the Secretary of State, the corporate authority to do business
6-25 in Texas shall be deemed to have continued without interruption
6-26 from the date of revocation, except that reinstatement shall have
6-27 no effect upon any issue of personal liability of the directors,
6-28 officers, or agents of the corporation during the period between
6-29 revocation and reinstatement.
6-30 SECTION 11. Subsection (i), Section 1.06, Texas Revised
6-31 Limited Partnership Act (Article 6132a-1, Vernon's Texas Civil
6-32 Statutes), is amended to read as follows:
6-33 (i) The statement required by Subsection (h) of this section
6-34 must be signed [and verified] by the registered agent or, if the
6-35 registered agent is a corporation, by an officer of the
6-36 corporation. If the registered agent is simultaneously filing
6-37 statements for more than one limited partnership, each statement
6-38 may contain a facsimile signature in the execution. If the
6-39 secretary of state finds that the statement conforms to this
6-40 section, the secretary of state, on receipt of the filing fee,
6-41 shall file it in accordance with Subsection (a) of Section 2.07 of
6-42 this Act as if it were a certificate of amendment. The address of
6-43 the registered office of the limited partnership is changed on the
6-44 filing of the statement by the secretary of state. Filing of the
6-45 statement amends the certificate of limited partnership or
6-46 registration as a foreign limited partnership regarding the
6-47 information required by Subdivision (2) of Subsection (a) of
6-48 Section 2.01 or Subdivision (4) of Subsection (a) of Section 9.02
6-49 of this Act, as appropriate, and no further action is required
6-50 under Section 2.02 of this Act.
6-51 SECTION 12. Section 12.01, Texas Revised Limited Partnership
6-52 Act (Article 6132a-1, Vernon's Texas Civil Statutes), is amended to
6-53 read as follows:
6-54 Sec. 12.01. FEES. The secretary of state shall collect for
6-55 the use of the state:
6-56 (1) for filing a certificate of limited partnership
6-57 under Section 2.01 of this Act, or an application for registration
6-58 as a foreign limited partnership under Section 9.02 of this Act, a
6-59 fee of $750;
6-60 (2) for filing a certificate of amendment under
6-61 Section 2.02 of this Act, a certificate of cancellation under
6-62 Section 2.03 of this Act, a restated certificate of limited
6-63 partnership under Section 2.10 of this Act, a certificate of merger
6-64 under Section 2.11 of this Act, a certificate of correction under
6-65 Section 2.13 [2.12] of this Act, a certificate of conversion under
6-66 Section 2.15 of this Act, a certificate under Section 9.05 of this
6-67 Act, or a certificate of cancellation under Section 9.06 of this
6-68 Act, a fee of $200;
6-69 (3) for filing an application for registration of name
7-1 or an application for renewal of registration of name under Section
7-2 1.05 of this Act, a fee of $75;
7-3 (4) for filing a statement for change of registered
7-4 office, registered agent, or both, under Subsection (b) of Section
7-5 1.06 of this Act, or a statement for change of location of
7-6 registered office under Subsection (h) of Section 1.06 of this
7-7 Act, a fee of $50, except that the maximum fee for simultaneous
7-8 filings by a registered agent for more than one limited partnership
7-9 may not exceed $2,500;
7-10 (5) for the filing of an application for reservation
7-11 of name under Subsection (b) of Section 1.04 of this Act, a notice
7-12 of transfer of reservation under Subsection (b) of Section 1.04 of
7-13 this Act, or for preclearance of any document for filing, a fee of
7-14 $50; and
7-15 (6) for filing any instrument under this Act not
7-16 expressly provided for above, a fee of $25.
7-17 SECTION 13. Section 6.01, Texas Revised Partnership Act
7-18 (Article 6132b-6.01, Vernon's Texas Civil Statutes), is amended by
7-19 amending Subsection (b) and adding Subsection (c) to read as
7-20 follows:
7-21 (b) EVENT OF WITHDRAWAL. An event of withdrawal of a
7-22 partner occurs on:
7-23 (1) receipt by the partnership of notice of the
7-24 partner's express will to withdraw as a partner on the date of
7-25 receipt of the notice or on a later date specified in the notice;
7-26 (2) an event specified in the partnership agreement as
7-27 causing the partner's withdrawal;
7-28 (3) the partner's expulsion as provided in the
7-29 partnership agreement;
7-30 (4) the partner's expulsion by the vote of a
7-31 majority-in-interest of the other partners if:
7-32 (A) it is unlawful to carry on the partnership
7-33 business with that partner;
7-34 (B) there has been a transfer of all or
7-35 substantially all of that partner's partnership interest, other
7-36 than:
7-37 (i) a transfer for security purposes that
7-38 has not been foreclosed; or
7-39 (ii) the substitution of a successor
7-40 trustee or successor personal representative;
7-41 (C) within 90 days after the date the
7-42 partnership notifies a corporate partner that it will be expelled
7-43 because it has filed a certificate of dissolution or the
7-44 equivalent, its charter has been revoked, or its right to conduct
7-45 business has been suspended by the jurisdiction of its
7-46 incorporation, the certificate of dissolution is not revoked or its
7-47 charter or its right to conduct business is not reinstated; or
7-48 (D) an event requiring a winding up has occurred
7-49 with respect to a partnership that is a partner;
7-50 (5) application by the partnership or another partner
7-51 for the partner's expulsion by judicial decree because:
7-52 (A) the partner engaged in wrongful conduct that
7-53 adversely and materially affected the partnership business;
7-54 (B) the partner wilfully or persistently
7-55 committed a material breach of the partnership agreement or of a
7-56 duty owed to the partnership or the other partners under Section
7-57 4.04; or
7-58 (C) the partner engaged in conduct relating to
7-59 the partnership business that made it not reasonably practicable to
7-60 carry on the business in partnership with that partner;
7-61 (6) the partner:
7-62 (A) becoming a debtor in bankruptcy;
7-63 (B) executing an assignment for the benefit of
7-64 creditors;
7-65 (C) seeking, consenting to, or acquiescing in
7-66 the appointment of a trustee, receiver, or liquidator of that
7-67 partner or of all or substantially all of that partner's property;
7-68 or
7-69 (D) failing, within 90 days after the
8-1 appointment, to have vacated or stayed the appointment of a
8-2 trustee, receiver, or liquidator of the partner or of all or
8-3 substantially all of the partner's property obtained without the
8-4 partner's consent or acquiescence, or failing within 90 days after
8-5 the date of expiration of a stay to have the appointment vacated;
8-6 (7) in the case of a partner who is an individual:
8-7 (A) the partner's death;
8-8 (B) the appointment of a guardian or general
8-9 conservator for the partner; or
8-10 (C) a judicial determination that the partner
8-11 has otherwise become incapable of performing the partner's duties
8-12 under the partnership agreement;
8-13 (8) termination of a partner's existence;
8-14 (9) in the case of a partner that has transferred all
8-15 of the partner's partnership interest, redemption of the
8-16 transferee's interest under Sections 7.01(n)-(r); [or]
8-17 (10) an agreement to continue the partnership under
8-18 Section 8.01(g) if the partnership has received a notice from the
8-19 partner under Section 8.01(g) requesting that the partnership be
8-20 wound up; or
8-21 (11) a conversion of the partnership if the partner:
8-22 (A) did not consent to the conversion; and
8-23 (B) failed to notify the partnership in writing
8-24 of the partner's desire not to withdraw within 60 days after the
8-25 later of:
8-26 (i) the effective date of the conversion;
8-27 or
8-28 (ii) the date the partner receives actual
8-29 notice of the conversion.
8-30 (c) WITHDRAWAL ON CONVERSION. A withdrawal of a partner
8-31 under the circumstances described in Subsection (b)(11) of this
8-32 section is effective immediately before the effective date of the
8-33 conversion and is not considered a wrongful withdrawal.
8-34 SECTION 14. Subsection (a), Section 7.01, Texas Revised
8-35 Partnership Act (Article 6132b-7.01, Vernon's Texas Civil
8-36 Statutes), is amended to read as follows:
8-37 (a) REDEMPTION. If an event of withdrawal occurs under
8-38 Sections 6.01(b)(1)-(9) and an event requiring a winding up does
8-39 not occur within 60 days after the date of the withdrawal, or on a
8-40 partner's withdrawal under Section 6.01(b)(10) or Section
8-41 6.01(b)(11), the partnership interest of the withdrawn partner
8-42 automatically is redeemed by the partnership as of the date of
8-43 withdrawal in accordance with this section.
8-44 SECTION 15. Subsection (i), Section 10.05, Texas Revised
8-45 Partnership Act (Article 6132b-10.05, Vernon's Texas Civil
8-46 Statutes), is amended to read as follows:
8-47 (i) The statement required by Subsection (h) must be signed
8-48 [and verified] by the registered agent or, if the registered agent
8-49 is a corporation, by an officer of the corporation. If the
8-50 registered agent is simultaneously filing statements for more than
8-51 one foreign limited liability partnership, each statement may
8-52 contain a facsimile signature in the execution. If the secretary
8-53 of state finds that the statement conforms to this section, the
8-54 secretary of state, on receipt of the filing fee, shall file it in
8-55 accordance with Section 10.02(k) as if it were an amendment to the
8-56 statement of foreign qualification. The address of the registered
8-57 office of the foreign limited liability partnership is changed on
8-58 the filing of the statement by the secretary of state. Filing of
8-59 the statement amends the statement of foreign qualification
8-60 regarding the information required by Section 10.02(a)(5) and no
8-61 further action is required under Section 10.02(k).
8-62 SECTION 16. Section 18, Texas Professional Corporation Act
8-63 (Article 1528e, Vernon's Texas Civil Statutes), is repealed.
8-64 SECTION 17. This Act takes effect September 1, 2001.
8-65 * * * * *