By:  Sibley                                           S.B. No. 1323
         Line and page numbers may not match official copy.
         Bill not drafted by TLC or Senate E&E.
                                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
 2-1     solely because the limited partnership transacted business in Texas
 2-2     without registration.
 2-3           (d)  A foreign limited partnership transacting business in
 2-4     Texas without first having registered shall pay to the secretary of
 2-5     state an amount equal to the fee for registration that would have
 2-6     been imposed on the foreign limited partnership had it registered
 2-7     as required by Section 9.02 of this Act, plus $500 [$750] for each
 2-8     year or part of a year during which it transacted business in Texas
 2-9     without having registered.
2-10           SECTION 2.  Section 10.03, Texas Revised Partnership Act
2-11     (Article 6132b-10.03, Vernon's Texas Civil Statutes), is amended by
2-12     adding Subsection (d) to read as follows:
2-13           (d)  A foreign limited liability partnership transacting
2-14     business in Texas without being registered in Texas shall pay to
2-15     the secretary of state an amount equal to the total amounts owing
2-16     under Section 10.02 plus $500 for each year or part of a year
2-17     during which the partnership transacted business in Texas without
2-18     being registered.
2-19           SECTION 3.  Section A, Article 8.01, Texas Non-Profit
2-20     Corporation Act (Article 1396-8.01, Vernon's Texas Civil Statutes),
2-21     is amended to read as follows:
2-22           A.  No foreign corporation shall have the right to conduct
2-23     affairs in this State until it shall have procured a certificate of
2-24     authority so to do from the Secretary of State.  No foreign
2-25     corporation shall be entitled to procure a certificate of authority
2-26     under this Act if members of the foreign corporation would be
 3-1     ineligible to organize a corporation under the laws of this State
 3-2     or if the foreign corporation is to conduct in this State any
 3-3     affairs which a corporation organized under the laws of this State
 3-4     is not permitted to conduct or which is against the public policy
 3-5     of this State.  A foreign corporation shall not be denied a
 3-6     certificate of authority by reason of the fact that the laws of the
 3-7     state or country under which such corporation is organized
 3-8     governing its organization and internal affairs differ from the
 3-9     laws of this State, and nothing in this Act contained shall be
3-10     construed to authorize this State to regulate the organization of
3-11     such corporation, or its internal affairs not intrastate in Texas.
3-12           SECTION 4.  This Act takes effect immediately if it receives
3-13     a vote of two-thirds of all the members elected to each house, as
3-14     provided by Section 39, Article III, Texas Constitution.  If this
3-15     Act does not receive the vote necessary for immediate effect, this
3-16     Act takes effect on the 91st day after the last day of the
3-17     legislative session.