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.