By: Sibley S.B. No. 1323
A BILL TO BE ENTITLED
1-1 AN ACT
1-2 relating to the recognition of certain foreign partnerships,
1-3 associations, and other entities and the enforcement of related
1-4 rights and obligations.
1-5 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
1-6 SECTION 1. Section 9.07, Texas Revised Limited Partnership
1-7 Act (Article 6132a-1, Vernon's Texas Civil Statutes), is amended to
1-8 read as follows:
1-9 Sec. 9.07. TRANSACTING BUSINESS WITHOUT REGISTRATION.
1-10 (a) A foreign limited partnership transacting business in Texas
1-11 may not maintain an action, suit, or proceeding in Texas until it
1-12 has registered in Texas and paid to the secretary of state all
1-13 amounts owing under Subsection (d) of this section.
1-14 (b) The failure of a foreign limited partnership or a
1-15 foreign general partnership to register in Texas does not impair:
1-16 (1) the validity of any contract or act of the foreign
1-17 limited partnership;
1-18 (2) the right of any other party to the contract to
1-19 maintain any action, suit, or proceeding on the contract; or
1-20 (3) defense by the foreign limited partnership of any
1-21 action, suit, or proceeding in any Texas court.
1-22 (c) A limited partner of a foreign limited partnership is
1-23 not liable as a general partner of the foreign limited partnership
1-24 solely because the limited partnership transacted business in Texas
1-25 without registration.
2-1 (d) A foreign limited partnership transacting business in
2-2 Texas without first having registered shall pay to the secretary of
2-3 state an amount equal to the fee for registration that would have
2-4 been imposed on the foreign limited partnership had it registered
2-5 as required by Section 9.02 of this Act, plus $500 [$750] for each
2-6 year or part of a year during which it transacted business in Texas
2-7 without having registered.
2-8 SECTION 2. Section 10.03, Texas Revised Partnership Act
2-9 (Article 6132b-10.03, Vernon's Texas Civil Statutes), is amended by
2-10 adding Subsection (d) to read as follows:
2-11 (d) A foreign limited liability partnership transacting
2-12 business in Texas without being registered in Texas shall pay to
2-13 the secretary of state an amount equal to the total amounts owing
2-14 under Section 10.02 of this Act plus $500 for each year or part of
2-15 a year during which the partnership transacted business in Texas
2-16 without being registered.
2-17 SECTION 3. Section A, Article 8.01, Texas Non-Profit
2-18 Corporation Act (Article 1396-8.01, Vernon's Texas Civil Statutes),
2-19 is amended to read as follows:
2-20 A. No foreign corporations shall have the right to conduct
2-21 affairs in this State until it shall have procured a certificate of
2-22 authority so to do from the Secretary of State. No foreign
2-23 corporation shall be entitled to procure a certificate of authority
2-24 under this Act if members of the foreign corporation would be
2-25 ineligible to organize a corporation under the laws of this State
2-26 or if the foreign corporation is to conduct in this State any
3-1 affairs which a corporation organized under the laws of this State
3-2 is not permitted to conduct or which are against the public policy
3-3 of this State. A foreign corporation shall not be denied a
3-4 certificate of authority by reason of the fact that the laws of the
3-5 state or country under which such corporation is organized
3-6 governing its organization and internal affairs differ from the
3-7 laws of this State, and nothing in this Act contained shall be
3-8 construed to authorize this State to regulate the organization of
3-9 such corporation, or its internal affairs not intrastate in Texas.
3-10 SECTION 4. Subchapter D, Chapter 35, Business & Commerce
3-11 Code, is amended by adding Section 35.49 to read as follows:
3-12 Sec. 35.49. PROHIBITED OUT-OF-STATE OBLIGATIONS. Except as
3-13 otherwise provided in Sections 35.51(b)-(e), a legal right or
3-14 obligation between parties, including nonbusiness entities, arising
3-15 from an agreement, or other arrangement or legal relationship,
3-16 entered into in another state or under another state's laws may not
3-17 be enforced in this state if entering into the agreement,
3-18 arrangement, or relationship would violate the law or the public
3-19 policy of this state.
3-20 SECTION 5. This Act takes effect immediately if it receives
3-21 a vote of two-thirds of all the members elected to each house, as
3-22 provided by Section 39, Article III, Texas Constitution. If this
3-23 Act does not receive the vote necessary for immediate effect, this
3-24 Act takes effect on the 91st day after the last day of the
3-25 legislative session.