1-1 By: Sibley S.B. No. 1323
1-2 (In the Senate - Filed March 8, 2001; March 8, 2001, read
1-3 first time and referred to Committee on Business and Commerce;
1-4 March 15, 2001, reported adversely, with favorable Committee
1-5 Substitute by the following vote: Yeas 7, Nays 0; March 15, 2001,
1-6 sent to printer.)
1-7 COMMITTEE SUBSTITUTE FOR S.B. No. 1323 By: Sibley
1-8 A BILL TO BE ENTITLED
1-9 AN ACT
1-10 relating to the recognition of certain foreign partnerships,
1-11 associations, and other entities and the enforcement of related
1-12 rights and obligations.
1-13 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
1-14 SECTION 1. Section 9.07, Texas Revised Limited Partnership
1-15 Act (Article 6132a-1, Vernon's Texas Civil Statutes), is amended to
1-16 read as follows:
1-17 Sec. 9.07. TRANSACTING BUSINESS WITHOUT REGISTRATION.
1-18 (a) A foreign limited partnership transacting business in Texas
1-19 may not maintain an action, suit, or proceeding in Texas until it
1-20 has registered in Texas and paid to the secretary of state all
1-21 amounts owing under Subsection (d) of this section.
1-22 (b) The failure of a foreign limited partnership or a
1-23 foreign general partnership to register in Texas does not impair:
1-24 (1) the validity of any contract or act of the foreign
1-25 limited partnership;
1-26 (2) the right of any other party to the contract to
1-27 maintain any action, suit, or proceeding on the contract; or
1-28 (3) defense by the foreign limited partnership of any
1-29 action, suit, or proceeding in any Texas court.
1-30 (c) A limited partner of a foreign limited partnership is
1-31 not liable as a general partner of the foreign limited partnership
1-32 solely because the limited partnership transacted business in Texas
1-33 without registration.
1-34 (d) A foreign limited partnership transacting business in
1-35 Texas without first having registered shall pay to the secretary of
1-36 state an amount equal to the fee for registration that would have
1-37 been imposed on the foreign limited partnership had it registered
1-38 as required by Section 9.02 of this Act, plus $500 [$750] for each
1-39 year or part of a year during which it transacted business in Texas
1-40 without having registered.
1-41 SECTION 2. Section 10.03, Texas Revised Partnership Act
1-42 (Article 6132b-10.03, Vernon's Texas Civil Statutes), is amended by
1-43 adding Subsection (d) to read as follows:
1-44 (d) A foreign limited liability partnership transacting
1-45 business in Texas without being registered in Texas shall pay to
1-46 the secretary of state an amount equal to the total amounts owing
1-47 under Section 10.02 of this Act plus $500 for each year or part of
1-48 a year during which the partnership transacted business in Texas
1-49 without being registered.
1-50 SECTION 3. Section A, Article 8.01, Texas Non-Profit
1-51 Corporation Act (Article 1396-8.01, Vernon's Texas Civil Statutes),
1-52 is amended to read as follows:
1-53 A. No foreign corporations shall have the right to conduct
1-54 affairs in this State until it shall have procured a certificate of
1-55 authority so to do from the Secretary of State. No foreign
1-56 corporation shall be entitled to procure a certificate of authority
1-57 under this Act if members of the foreign corporation would be
1-58 ineligible to organize a corporation under the laws of this State
1-59 or if the foreign corporation is to conduct in this State any
1-60 affairs which a corporation organized under the laws of this State
1-61 is not permitted to conduct or which are against the public policy
1-62 of this State. A foreign corporation shall not be denied a
1-63 certificate of authority by reason of the fact that the laws of the
1-64 state or country under which such corporation is organized
2-1 governing its organization and internal affairs differ from the
2-2 laws of this State, and nothing in this Act contained shall be
2-3 construed to authorized this State to regulate the organization of
2-4 such corporation, or its internal affairs not intrastate in Texas.
2-5 SECTION 4. Subchapter D, Chapter 35, Business & Commerce
2-6 Code, is amended by adding Section 35.49 to read as follows:
2-7 Sec. 35.49. PROHIBITED OUT-OF-STATE OBLIGATIONS. Except as
2-8 otherwise provided in Sections 35.51(b)-(e), a legal right or
2-9 obligation between parties, including nonbusiness entities, arising
2-10 from an agreement, or other arrangement or legal relationship,
2-11 entered into in another state or under another state's laws may not
2-12 be enforced in this state if entering into the agreement,
2-13 arrangement, or relationship would violate the law or the public
2-14 policy of this state.
2-15 SECTION 5. This Act takes effect immediately if it receives
2-16 a vote of two-thirds of all the members elected to each house, as
2-17 provided by Section 39, Article III, Texas Constitution. If this
2-18 Act does not receive the vote necessary for immediate effect, this
2-19 Act takes effect on the 91st day after the last day of the
2-20 legislative session.
2-21 * * * * *