78R5416 RCJ-F
By: Oliveira H.B. No. 1637
A BILL TO BE ENTITLED
AN ACT
relating to the formation, organization, management, and records of
certain business organizations.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
SECTION 1. Article 2.23, Texas Limited Liability Company
Act (Article 1528n, Vernon's Texas Civil Statutes), is amended by
adding Section C-1 and amending Sections D, G, and H to read as
follows:
C-1. Members or managers may take action at a meeting of the
members or managers or without a meeting in any manner permitted by
the articles of organization, regulations, or this Act. Unless
otherwise provided by the articles of organization or the
regulations, an action is effective if it is taken by:
(1) an affirmative vote of those persons having not
fewer than the minimum number of votes that would be necessary to
take the action at a meeting at which all members or managers, as
the case may be, entitled to vote on the action were present and
voted; or
(2) consent of each member of the limited liability
company, which may be established by:
(a) the member's failure to object to the action
in a timely manner, if the member has full knowledge of the action;
(b) consent to the action in writing signed by
the member; or
(c) any other means reasonably evidencing
consent.
D. Except as provided in the articles of organization or the
regulations, the affirmative vote, approval, or consent of a
majority of all the members is required to:
(1) [change the status of the limited liability
company from one in which management is reserved to the members to
one in which management is vested in one or more managers, or vice
versa;
[(2) issue any additional membership interests in the
limited liability company subsequent to the issuance of membership
interests to the initial members of the limited liability company;
[(3)] approve any merger, consolidation, share or
interest exchange, or other transaction authorized by or subject to
the provisions of Part Ten of this Act;
(2) [(4)] voluntarily cause the dissolution of the
limited liability company;
[(5) authorize any transaction, agreement, or action on
behalf of the limited liability company that is unrelated to its
purpose as set forth in the regulations or articles of organization
or that otherwise contravenes the regulations;] or
(3) [(6)] authorize any act that would make it
impossible to carry on the ordinary business of the limited
liability company.
G. Except as provided in the articles of organization or the
regulations, if [no capital has been paid into] the limited
liability company has no members, has not received any capital, and
has not otherwise commenced business, a majority of the managers
named in the articles of organization may amend the articles of
organization or dissolve the limited liability company. Except as
provided by the articles of organization or the regulations, if the
limited liability company has not received any capital, the limited
liability company has not otherwise commenced business, and [or if]
the management has been reserved to the members, a majority of the
members named in the articles of organization may amend the
articles of organization or dissolve the limited liability company.
In such event, the persons adopting such amendments to the articles
of organization or authorizing such dissolution shall sign and file
with the Secretary of State the articles of amendment provided for
in Articles 3.06 and 3.07 of this Act and the articles of
dissolution provided for in Articles 6.05, 6.07, and 6.08 of this
Act, as appropriate.
H. Except as provided in the articles of organization or the
regulations, if any capital has been paid into the limited
liability company or the limited liability company has otherwise
commenced business, the affirmative vote, approval, or consent of
all members is required to amend the articles of organization.
SECTION 2. Article 4.01, Texas Limited Liability Company
Act (Article 1528n, Vernon's Texas Civil Statutes), is amended to
read as follows:
Art. 4.01. ADMISSION OF MEMBERS AND ISSUANCE OF MEMBERSHIP
INTERESTS. A. A limited liability company may have one or more
members. In connection with the formation of a limited liability
company, a person [acquiring an interest as a member] becomes a
member on the latter of:
(1) the date of formation of the limited liability
company; or
(2) the date stated in the records of the limited
liability company as the date that the person becomes a member or,
if no date is stated in those records, on the date that the person's
admission is first reflected in the records of the limited
liability company.
B. After the formation of a limited liability company, a
person becomes a new member:
(1) in the case of a person who is not an assignee of a
membership interest, including a person acquiring a membership
interest directly from the limited liability company and a person
to be admitted as a member of the limited liability company without
acquiring a membership interest, on compliance with the provisions
of the regulations governing admission of new members or, if the
regulations contain no relevant admission provisions, on the
written consent of all members; and
(2) in the case of an assignee of a membership
interest, as provided by Section A of Article 4.07 of this Act.
B-1. After the formation of a limited liability company, the
limited liability company may issue a membership interest in the
limited liability company to a person on compliance with the
provisions of the regulations governing issuance of membership
interests or, if the regulations contain no relevant issuance
provisions, upon the consent of all members.
B-2. (1) The regulations may provide that a person may be
admitted as a member of a limited liability company and acquire a
membership interest in the limited liability company, including a
person who will be the sole member, without:
(a) making a contribution to the limited
liability company; or
(b) assuming an obligation to make a contribution
to the limited liability company.
(2) If one or more persons own a membership interest in
a limited liability company, the regulations may provide that a
person may be admitted to the limited liability company as a member
without acquiring a membership interest in the limited liability
company.
C. Any person may be a member unless the person lacks
capacity apart from this Act.
SECTION 3. Article 5.02-1, Texas Limited Liability Company
Act (Article 1528n, Vernon's Texas Civil Statutes), is amended to
read as follows:
Art. 5.02-1. ALLOCATION OF PROFITS AND LOSSES. A. The
profits and losses of a limited liability company shall be
allocated among the members and among classes of members in the
manner provided in the regulations. If the regulations do not
otherwise provide, the profits and losses shall be allocated on the
basis of the agreed value of the contributions made by each member,
as [in accordance with the then current percentage or other
interest in the limited liability company of the members] stated in
limited liability company records of the kind described in Section
A of Article 2.22 of this Act.
SECTION 4. Article 5.05, Texas Limited Liability Company
Act (Article 1528n, Vernon's Texas Civil Statutes), is amended to
read as follows:
Art. 5.05. WITHDRAWAL OR EXPULSION OF MEMBER. A. A member
may withdraw or be expelled from a limited liability company only at
the time or on the occurrence of events specified in the
regulations.
SECTION 5. Article 6.01, Texas Limited Liability Company
Act (Article 1528n, Vernon's Texas Civil Statutes), is amended to
read as follows:
Art. 6.01. DISSOLUTION. A. Except as provided by Section B
or C of this Article, a limited liability company shall be dissolved
on the first of the following to occur:
(1) the period, if any, fixed for the duration of the
limited liability company expires;
(2) the occurrence of events specified in the articles
of organization or regulations to cause dissolution;
(3) the action of the members to dissolve the limited
liability company;
(4) if no capital has been paid into the limited
liability company and the limited liability company has not
otherwise commenced business, the act of a majority of the managers
or members named in the articles of organization to dissolve the
limited liability company as provided by Section G of Article 2.23
of this Act;
(5) except as otherwise provided in the regulations,
[upon the death, expulsion, withdrawal pursuant to or as provided
in the articles of organization or regulations, bankruptcy, or
dissolution of a member or] the occurrence of any [other] event that
[which] terminates the continued membership of the last remaining
[a] member of [in] the limited liability company; or
(6) entry of a decree of judicial dissolution under
Section 6.02 of this Act.
B. A limited liability company is not dissolved if an event
of dissolution described by Subsection (1) or [,] (2)[, or (5)] of
Section A of this Article occurs, there is at least one remaining
member, and the business of the limited liability company is
continued by the vote of the members or class as stated in the
articles of organization or regulations of the limited liability
company, or if not so stated, by all remaining members. Unless
otherwise provided in the articles of organization or in the
regulations, an election to continue the business of the limited
liability company must be made within 90 days after the date of the
occurrence of the event of dissolution. If an election to continue
the business of the limited liability company is made following the
termination of the period fixed for the duration of the limited
liability company or the occurrence of events specified in the
articles of organization to cause dissolution, the election is not
effective unless an appropriate amendment is made by the limited
liability company to its articles of organization during the
three-year period following the date of the event of dissolution,
extending the period fixed for the duration of the limited
liability company or deleting the event specified in the articles
of organization that caused the dissolution, as applicable.
C. A limited liability company is not dissolved on the
occurrence of an event of dissolution described by Subsection (5)
of Section A of this Article if the legal representative or
successor of the last remaining member agrees to continue the
limited liability company and to become a member as of the date of
the termination of the last remaining member's membership in the
limited liability company or designates another person who agrees
to become a member of the limited liability company as of the date
of the termination. Unless otherwise provided in the articles of
organization or in the regulations, the agreement of the legal
representative or successor to continue the limited liability
company and to become a member or the designation of another person
who agrees to become a member must be made not later than 90 days
after the date of termination of the last remaining member's
membership in the limited liability company.
SECTION 6. Article 6.06, Texas Limited Liability Company
Act (Article 1528n, Vernon's Texas Civil Statutes), is amended to
read as follows:
Art. 6.06. REVOCATION OF VOLUNTARY DISSOLUTION
PROCEEDINGS. A. At any time before the issuance of a certificate
of dissolution by the Secretary of State, or not later than 120 days
after the date of the issuance of the certificate of dissolution, a
limited liability company may revoke voluntary dissolution
proceedings by the written consent of all its members.
A-1. After revocation of voluntary dissolution is
authorized as provided in Section A of this Article, the limited
liability company shall, if a certificate of dissolution of the
limited liability company has been issued by the Secretary of
State, deliver to the Secretary of State for filing not later than
120 days after the date the certificate was issued, the original and
a copy of the articles of revocation of dissolution executed on
behalf of the limited liability company by a manager or authorized
member, that set forth:
(1) the name of the limited liability company;
(2) the date that the revocation of dissolution was
authorized and, if the dissolution has become effective, the
effective date of the dissolution that was revoked; and
(3) a statement that the limited liability company
elected to revoke voluntary dissolution proceedings by written
consent of all of its members.
A-2. Except as provided by Section A-3 of this Article, if
the Secretary of State finds that the articles of revocation of
dissolution conform to law, the Secretary of State shall, when the
appropriate filing fee is paid as required by law:
(1) endorse the original and the copy with the word
"Filed" and the month, day, and year of the filing;
(2) file the original in the Secretary of State's
office;
(3) issue a certificate of revocation of dissolution
to which the Secretary of State shall affix the copy; and
(4) deliver to the limited liability company or its
representative the certificate of revocation of dissolution,
together with the affixed copy.
A-3. If the limited liability company's name is the same as
or deceptively similar to a name already on file or reserved or
registered as specified in Article 2.03 of this Act, the Secretary
of State shall issue to the limited liability company a certificate
of revocation of dissolution as provided by Section A-2 of this
Article only if the limited liability company contemporaneously
amends its articles of organization to change its name.
B. Upon the revocation of voluntary dissolution proceedings
the limited liability company may again carry on its business. If a
limited liability company revokes voluntary dissolution
proceedings prior to the issuance by the Secretary of State of a
certificate of dissolution of the limited liability company, the
limited liability company may again carry on its business as though
voluntary dissolution proceedings had not occurred. If a limited
liability company revokes voluntary dissolution proceedings after
the issuance by the Secretary of State of a certificate of
dissolution of the limited liability company, then on the issuance
by the Secretary of State of a certificate of revocation of
dissolution:
(1) the revocation shall be effective;
(2) the existence of the limited liability company
shall be deemed to have continued without interruption after the
issuance by the Secretary of State of the certificate of
dissolution;
(3) the limited liability company may carry on its
business as though voluntary dissolution proceedings had not
occurred; and
(4) the existence of the limited liability company
shall continue until the limited liability company is subsequently
dissolved or otherwise ceases to exist under the provisions of this
Act.
SECTION 7. Article 7.03, Texas Limited Liability Company
Act (Article 1528n, Vernon's Texas Civil Statutes), is amended to
read as follows:
Art. 7.03. LIMITED LIABILITY COMPANY NAME OF FOREIGN
LIMITED LIABILITY COMPANY. A. No certificate of authority shall be
issued to a foreign limited liability company unless the limited
liability company name of the [such] limited liability company:
(1) Shall contain the word "Limited Liability Company"
or "Limited Company" or the abbreviations "L.L.C.," "LLC," "LC," or
"L.C." and shall contain any [such] additional words [as may be]
required by law. The word "Limited" may be abbreviated as "Ltd." or
"LTD" and the word "Company" may be abbreviated as "Co." However, a
foreign limited liability company that procured a certificate of
authority to transact business in this state before September 1,
1993, and that complied with this Section on the date of procuring
the certificate, but does not comply with this Section as revised,
is not required to change its name. This subsection does not apply
to a foreign limited liability company that is not characterized as
a limited liability company under the laws of the jurisdiction of
its formation but elects to procure a certificate of authority
pursuant to Article 7.01 of this Act as described by Subsection (a)
of Section A of Article 1.02 of this Act.
(2) Shall not contain any word or phrase which
indicates or implies that it is organized for any purpose other than
one or more of the purposes contained in its articles of
organization.
(3) Shall not be the same as, or deceptively similar
to, the name of any domestic limited liability company, corporation
or limited partnership existing under the laws of this state or of
any foreign limited liability company, corporation or limited
partnership authorized to transact business in this state, or a
name the exclusive right to which is, at the time, reserved or
registered in the manner provided in this Act or any other statute
relating to corporations, partnerships, or other business
entities; provided that a name may be similar if written consent is
obtained from the existing limited liability company, corporation
or limited partnership having the name deemed to be similar or the
person, or limited liability company, for whom the name deemed to be
similar is reserved or registered in the office of the Secretary of
State. A certificate of authority shall be issued as provided in
this Act to any foreign limited liability company having a name the
same as, deceptively similar to, or, if no consent is given, similar
to the name of any limited liability company existing under the laws
of this state or of any foreign limited liability company
authorized to transact business in this state, or a name the
exclusive right to which is, at the time, reserved or registered,
provided such foreign limited liability company qualifies and does
business under a name that meets the requirements of this article.
The foreign limited liability company shall set forth in the
application for a certificate of authority the name under which it
is qualifying and shall file an assumed name certificate as
required by law.
SECTION 8. Section A, Article 7.05, Texas Limited Liability
Company Act (Article 1528n, Vernon's Texas Civil Statutes), is
amended to read as follows:
A. To [In order to] procure a Certificate of Authority to
transact business in this State, a foreign limited liability
company shall make application therefor to the Secretary of State,
which application shall set forth:
(1) The name of the foreign limited liability company
as stated in the company's formation documents or in any amendments
to the company's formation documents in the state or country under
the laws of which it is organized.
(2) If the name of the limited liability company does
not contain the word "Limited," "Ltd.," or "L.C." or other word or
abbreviation the company is required to include in its name under
Article 7.03 of this Act, then the name of the foreign limited
liability company with the word or abbreviation which it elects to
add thereto for use in this state; if the foreign limited liability
company is required to qualify under a name other than its foreign
limited liability company name, then the name under which the
foreign limited liability company is to be qualified.
(3) The date of organization and the period of
duration of the foreign limited liability company.
(4) The address of the principal office of the foreign
limited liability company in the state or country under the laws of
which it is organized.
(5) The address of the registered office of the
foreign limited liability company in this state, and the name of its
registered agent in this state at such address.
(6) The purpose or purposes of the foreign limited
liability company which it proposes to pursue in the transaction of
business in this state and a statement that it is authorized to
pursue such purpose or purposes in the state or country under the
laws of which it is organized.
(7) The names and respective addresses of the managers
of the foreign limited liability company.
(8) A statement that the limited liability company
exists as a valid entity under the laws of its jurisdiction of
formation.
SECTION 9. Section A, Article 7.06, Texas Limited Liability
Company Act (Article 1528n, Vernon's Texas Civil Statutes), is
amended to read as follows:
A. The original and a copy of the application of the foreign
limited liability company for a Certificate of Authority shall be
delivered to the Secretary of State [, together with a certificate
issued by an authorized officer of the jurisdiction of the foreign
limited liability company's organization evidencing its existence.
If the certificate is in a language other than English, a
translation of the certificate, under the oath of the translator,
must be attached to the certificate. The certificate must be dated
after the 91st day preceding the date on which the application is
filed]. If the Secretary of State finds that the application
conforms to law, the Secretary of State shall, when the appropriate
filing fee is paid as required by law:
(1) Endorse on the original and a copy the word
"filed," and the month, day, and year of filing thereof.
(2) File in the office of the Secretary of State the
original [and a certificate evidencing the foreign limited
liability company existence].
(3) Issue a Certificate of Authority to transact
business in this state to which there shall be affixed the copy.
SECTION 10. Section A, Article 8.12, Texas Limited
Liability Company Act (Article 1528n, Vernon's Texas Civil
Statutes), is amended to read as follows:
A. Subject to Section C of this Article, Articles 2.07,
2.08, 4.14, and 5.14 and Part Seven of the TBCA apply to a limited
liability company and its members, managers, and officers.
SECTION 11. Section 1.02(12), Texas Revised Limited
Partnership Act (Article 6132a-1, Vernon's Texas Civil Statutes),
is amended to read as follows:
(12) "Person" includes [means] an individual,
business trust, registered limited liability partnership,
association, limited liability company, government, governmental
subdivision, governmental agency, governmental instrumentality,
partnership, limited partnership, [foreign limited partnership,]
trust, estate, corporation, custodian, trustee, executor,
administrator, nominee, or any other legal or commercial entity in
its own or a representative capacity, regardless of whether the
entity is formed under the laws of this state or any other
jurisdiction.
SECTION 12. Section 1.03, Texas Revised Limited Partnership
Act (Article 6132a-1, Vernon's Texas Civil Statutes), is amended to
read as follows:
Sec. 1.03. PARTNERSHIP NAME. Except as provided by Section
2.14(a)(3) of this Act, the name of a limited partnership as stated
in its certificate of limited partnership, a reserved or registered
name, or the name under which a foreign limited partnership is
permitted to register to do business in Texas as contained in its
application for registration as a foreign limited partnership must
contain the words "Limited Partnership," "Limited," or the
abbreviation "LP," "L.P.," or "Ltd." as the last words or letters of
its name and may not:
(1) contain the name of a limited partner unless:
(A) that name is also the name of a general
partner; or
(B) the business of the limited partnership or
foreign limited partnership had been carried on under that name
before the admission of that limited partner;
(2) contain a word or phrase indicating or implying
that it is organized other than for a purpose stated in its
partnership agreement;
(3) be the same as or deceptively similar to the name
of a corporation, limited liability company, or limited partnership
that exists under the laws of Texas, that has a certificate of
authority to transact business as a foreign corporation or limited
liability company in Texas, or that is registered as a foreign
limited partnership in Texas, or a name that has been reserved or
registered for a corporation, limited liability company, limited
partnership, or foreign limited partnership under the laws of
Texas, except that a limited partnership or foreign limited
partnership may adopt, reserve, or register, as appropriate, a name
that is similar if written consent is obtained from the
corporation, limited liability company, limited partnership, or
foreign limited partnership having the name considered similar or
from the person for whom the name considered similar is reserved or
registered in the office of the secretary of state; or
(4) contain a word or phrase indicating or implying
that it is a corporation.
SECTION 13. Section 1.06(a), Texas Revised Limited
Partnership Act (Article 6132a-1, Vernon's Texas Civil Statutes),
is amended to read as follows:
(a) A limited partnership or foreign limited partnership
subject to this Act shall have and maintain in Texas:
(1) a registered office, which need not be a place of
its business in Texas; and
(2) a registered agent for service of process on the
partnership, which may be:
(A) an individual who is a resident of Texas and
whose business office is the same as the partnership's registered
office; or
(B) a person organized under or authorized to
transact business in Texas that has [a domestic corporation or a
foreign corporation that has a certificate of authority to transact
business in Texas and] a business office that is the same as the
partnership's registered office.
SECTION 14. Section 2.11(i), Texas Revised Limited
Partnership Act (Article 6132a-1, Vernon's Texas Civil Statutes),
is amended to read as follows:
(i) For purposes of this section, the term "other entity"
means any entity, whether organized for profit or not, that is a
corporation, limited partnership (other than a domestic or foreign
limited partnership), general partnership, limited liability
company, joint venture, joint stock company, cooperative,
association, bank, insurance company or other legal entity
organized pursuant to the laws of this state or any other state or
country to the extent such laws or the constituent documents of that
entity, not inconsistent with such laws, permit that entity to
enter into a merger or partnership interest exchange as permitted
by this section.
SECTION 15. Section 2.14(a), Texas Revised Limited
Partnership Act (Article 6132a-1, Vernon's Texas Civil Statutes),
is amended to read as follows:
(a) A limited partnership is a registered limited liability
partnership as well as a limited partnership if it:
(1) registers as a registered limited liability
partnership as provided by Section 3.08(b), Texas Revised
Partnership Act, as permitted by its partnership agreement or, if
its partnership agreement does not include provisions for becoming
a registered limited liability partnership, with the consent of
partners required to amend its partnership agreement;
(2) complies with Section 3.08(d), Texas Revised
Partnership Act; and
(3) has as the last words or letters of its name the
words "Limited Partnership" or the abbreviation "Ltd." followed by
the words "registered limited liability partnership" or "limited
liability partnership" or the abbreviation "LLP" or "L.L.P."
SECTION 16. Section 4.01, Texas Revised Limited Partnership
Act (Article 6132a-1, Vernon's Texas Civil Statutes), is amended to
read as follows:
Sec. 4.01. ADMISSION OF [ADDITIONAL] GENERAL PARTNERS. (a)
After the formation of a limited partnership, additional general
partners may be admitted as provided in a written partnership
agreement or, if a written partnership agreement does not provide
for the admission of additional general partners, with the written
consent of all partners.
(b) Any person may be a general partner unless the person
lacks capacity apart from this Act.
(c)(1) If provided in a written partnership agreement, a
person may be admitted as a general partner in a limited
partnership, including as the sole general partner, and acquire a
partnership interest in the limited partnership without:
(A) making a contribution to the limited
partnership; or
(B) assuming an obligation to make a contribution
to the limited partnership.
(2) If provided in a written partnership agreement, a
person may be admitted as a general partner in a limited
partnership, including as the sole general partner, without
acquiring a partnership interest in the limited partnership.
(d) Nothing contained in this section limits or otherwise
affects the provisions of Section 4.03 of this Act.
SECTION 17. Section 5.01, Texas Revised Limited Partnership
Act (Article 6132a-1, Vernon's Texas Civil Statutes), is amended to
read as follows:
Sec. 5.01. FORM OF CONTRIBUTION. The contribution of a
[limited] partner may consist of any tangible or intangible benefit
to the limited partnership or other property of any kind or nature,
including cash, a promissory note, services performed, a contract
for services to be performed, other interests in or securities of
the limited partnership, or interests in or securities of any other
limited partnership, domestic or foreign, or other entity.
SECTION 18. Section 3.08(c), Texas Revised Partnership Act
(Article 6132b-3.08, Vernon's Texas Civil Statutes), is amended to
read as follows:
(c) Name. A registered limited liability partnership's
name must contain the words "registered limited liability
partnership" or "limited liability partnership" or the
abbreviation "LLP" or "L.L.P." as the last words or letters of its
name.
SECTION 19. Section 6.01(b), Texas Revised Partnership Act
(Article 6132b-6.01, Vernon's Texas Civil Statutes), is amended to
read as follows:
(b) Event of Withdrawal. An event of withdrawal of a
partner occurs on:
(1) receipt by the partnership of notice of the
partner's express will to withdraw as a partner on the date of
receipt of the notice or on a later date specified in the notice;
(2) an event specified in the partnership agreement as
causing the partner's withdrawal;
(3) the partner's expulsion as provided in the
partnership agreement;
(4) the partner's expulsion by the vote of a
majority-in-interest of the other partners if:
(A) it is unlawful to carry on the partnership
business with that partner;
(B) there has been a transfer of all or
substantially all of that partner's partnership interest, other
than:
(i) a transfer for security purposes that
has not been foreclosed; or
(ii) the substitution of a successor
trustee or successor personal representative;
(C) within 90 days after the date the partnership
notifies a corporate partner that it will be expelled because it has
filed a certificate of dissolution or the equivalent, its charter
has been revoked, or its right to conduct business has been
suspended by the jurisdiction of its incorporation, the certificate
of dissolution is not revoked or its charter or its right to conduct
business is not reinstated; or
(D) an event requiring a winding up has occurred
with respect to a partnership that is a partner;
(5) the partner's expulsion by judicial decree, on
application by the partnership or another partner for the partner's
expulsion, if the decree determines that [by judicial decree
because]:
(A) the partner engaged in wrongful conduct that
adversely and materially affected the partnership business;
(B) the partner wilfully or persistently
committed a material breach of the partnership agreement or of a
duty owed to the partnership or the other partners under Section
4.04; or
(C) the partner engaged in conduct relating to
the partnership business that made it not reasonably practicable to
carry on the business in partnership with that partner;
(6) the partner:
(A) becoming a debtor in bankruptcy;
(B) executing an assignment for the benefit of
creditors;
(C) seeking, consenting to, or acquiescing in the
appointment of a trustee, receiver, or liquidator of that partner
or of all or substantially all of that partner's property; or
(D) failing, within 90 days after the
appointment, to have vacated or stayed the appointment of a
trustee, receiver, or liquidator of the partner or of all or
substantially all of the partner's property obtained without the
partner's consent or acquiescence, or failing within 90 days after
the date of expiration of a stay to have the appointment vacated;
(7) in the case of a partner who is an individual:
(A) the partner's death;
(B) the appointment of a guardian or general
conservator for the partner; or
(C) a judicial determination that the partner has
otherwise become incapable of performing the partner's duties under
the partnership agreement;
(8) termination of a partner's existence;
(9) in the case of a partner that has transferred all
of the partner's partnership interest, redemption of the
transferee's interest under Sections 7.01(n)-(r);
(10) an agreement to continue the partnership under
Section 8.01(g) if the partnership has received a notice from the
partner under Section 8.01(g) requesting that the partnership be
wound up; or
(11) a conversion of the partnership if the partner:
(A) did not consent to the conversion; and
(B) failed to notify the partnership in writing
of the partner's desire not to withdraw within 60 days after the
later of:
(i) the effective date of the conversion;
or
(ii) the date the partner receives actual
notice of the conversion.
SECTION 20. Subchapter B, Chapter 405, Government Code, is
amended by adding Section 405.020 to read as follows:
Sec. 405.020. PUBLIC RECORDS. (a) The secretary of state
shall permanently maintain as a public record any instrument, or
the information included in any instrument, that is filed with the
secretary of state evidencing the organization of, or otherwise in
connection with, any entity formed under the laws of this state.
(b) The secretary of state shall maintain the records
required under Subsection (a) in any form the secretary of state
considers appropriate.
SECTION 21. Section 405.020, Government Code, as added by
this Act, applies only to an instrument or information:
(1) on file with the secretary of state on the
effective date of this Act; or
(2) filed with the secretary of state after the
effective date of this Act.
SECTION 22. This Act takes effect September 1, 2003.