S.B. No. 1442
 
 
 
 
AN ACT
  relating to business entities and associations.
         BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
         SECTION 1.  Section 1.002, Business Organizations Code, is
  amended by amending Subdivisions (10), (11), (12), and (81) and
  adding Subdivisions (56-a) and (56-b) to read as follows:
               (10)  "Conversion" means:
                     (A)  the continuance of a domestic entity as a
  non-code organization [foreign entity] of any type;
                     (B)  the continuance of a non-code organization
  [foreign entity] as a domestic entity of any type; [or]
                     (C)  the continuance of a domestic entity of one
  type as a domestic entity of another type;
                     (D)  the continuance of a domestic entity of one
  type as a foreign entity of the same type that may be treated as a
  domestication, continuance, or transfer transaction under the laws
  of the jurisdiction of formation of the foreign entity; or
                     (E)  the continuance of a foreign entity of one
  type as a domestic entity of the same type that may be treated as a
  domestication, continuance, or transfer transaction under the laws
  of the jurisdiction of formation of the foreign entity.
               (11)  "Converted entity" means an organization
  [entity] resulting from a conversion.
               (12)  "Converting entity" means an organization
  [entity] as the organization [entity] existed before the
  organization's [entity's] conversion.
               (56-a)  "Non-United States entity" means a foreign
  entity formed under, and the internal affairs of which are governed
  by, the laws of a non-United States jurisdiction.
               (56-b)  "Non-United States jurisdiction" means a
  foreign country or other foreign jurisdiction that is not the
  United States or a state of the United States.
               (81)  "Shareholder" or "holder of shares" means:
                     (A)  the person in whose name shares issued by a
  for-profit corporation, professional corporation, or real estate
  investment trust are registered in the share transfer records
  maintained by the for-profit corporation, professional
  corporation, or real estate investment trust; or
                     (B)  the beneficial owner of shares issued by a
  for-profit corporation, whose shares are held in a voting trust or
  by a nominee on the beneficial owner's behalf, to the extent of the
  rights granted by a nominee statement on file with the for-profit
  corporation in accordance with Sections 21.201(b) and (c).
         SECTION 2.  Section 2.003, Business Organizations Code, is
  amended to read as follows:
         Sec. 2.003.  GENERAL PROHIBITED PURPOSES. A domestic entity
  may not:
               (1)  engage in a business or activity that:
                     (A)  is expressly unlawful or prohibited by a law
  of this state; or
                     (B)  cannot lawfully be engaged in by that entity
  under state law; or
               (2)  operate as a:
                     (A)  bank;
                     (B)  trust company;
                     (C)  savings association;
                     (D)  insurance company;
                     (E)  [railroad company;
                     [(F)]  cemetery organization, except as
  authorized by Chapter 711, 712, or 715, Health and Safety Code; or
                     (F) [(G)]  abstract or title company governed by
  Title 11, Insurance Code.
         SECTION 3.  Section 3.202, Business Organizations Code, is
  amended by adding Subsection (f) to read as follows:
         (f)  A certificate representing ownership interests may not
  be issued in bearer form.
         SECTION 4.  Chapter 3, Business Organizations Code, is
  amended by adding Subchapter F to read as follows:
  SUBCHAPTER F. EMERGENCY GOVERNANCE
         Sec. 3.251.  EMERGENCY DEFINED. For purposes of this
  subchapter, an emergency exists if a majority of a domestic
  entity's governing persons cannot readily participate in a meeting
  because of the occurrence of a catastrophic event.
         Sec. 3.252.  PROVISIONS IN GOVERNING DOCUMENTS. (a)  Except
  as otherwise provided by the entity's governing documents, the
  governing persons, owners, or members of a domestic entity may
  adopt provisions in the entity's governing documents regarding the
  management of the entity during an emergency, including provisions:
               (1)  prescribing procedures for calling a meeting of
  the governing persons;
               (2)  establishing minimum requirements for
  participation at the meeting of the governing persons; and
               (3)  designating additional or substitute governing
  persons.
         (b)  The emergency provisions must be adopted in accordance
  with:
               (1)  the requirements of the governing documents; and
               (2)  the applicable provisions of this code.
         Sec. 3.253.  EFFECT OF EMERGENCY PROVISIONS. The emergency
  provisions adopted under Section 3.252 take effect only in the
  event of an emergency. The emergency provisions will no longer be
  effective after the emergency ends.
         Sec. 3.254.  EFFECT OF OTHER PROVISIONS IN GOVERNING
  DOCUMENTS DURING EMERGENCY. A provision of an entity's governing
  documents that is consistent with the emergency provisions adopted
  under Section 3.252 remains in effect during an emergency.
         Sec. 3.255.  EFFECT OF ACTION TAKEN. An action of a domestic
  entity taken in good faith in accordance with the emergency
  provisions:
               (1)  is binding on the entity; and
               (2)  may not be used to impose liability on a managerial
  official, employee, or agent of the entity.
         SECTION 5.  Section 4.005, Business Organizations Code, is
  amended by adding Subsections (d) and (e) to read as follows:
         (d)  Subject to any qualification stated in the certificate,
  a certificate issued by the secretary of state stating that a
  domestic filing entity is in existence may be relied on as
  conclusive evidence of the entity's existence.
         (e)  Subject to any qualification stated in the certificate,
  a certificate issued by the secretary of state stating that a
  foreign filing entity is in existence or registered may be relied on
  as conclusive evidence that the foreign filing entity is registered
  and authorized to transact business in this state.
         SECTION 6.  Subsection (b), Section 4.101, Business
  Organizations Code, is amended to read as follows:
         (b)  A certificate of correction must be signed by the person
  authorized by this code to sign the filing instrument to be
  corrected [act on behalf of the entity].
         SECTION 7.  Section 6.052, Business Organizations Code, is
  amended by adding Subsection (d) to read as follows:
         (d)  The participation or attendance at a meeting of a person
  entitled to notice of the meeting constitutes a waiver by the person
  of notice of a particular matter at the meeting that is not included
  in the purposes or business of the meeting described in the notice
  unless the person objects to considering the matter when it is
  presented.
         SECTION 8.  Section 6.205, Business Organizations Code, is
  amended to read as follows:
         Sec. 6.205.  REPRODUCTION OR ELECTRONIC TRANSMISSION OF
  CONSENT. (a)  Any photographic, photostatic, facsimile, or
  similarly reliable reproduction of a consent in writing signed by
  an owner, member, or governing person of a filing entity may be
  substituted or used instead of the original writing for any purpose
  for which the original writing could be used, if the reproduction is
  a complete reproduction of the entire original writing.
         (b)  Except as otherwise provided by an entity's governing
  documents, an electronic transmission of a consent by an owner,
  member, or governing person to the taking of an action by the entity
  is considered a signed writing if the transmission contains or is
  accompanied by information from which it can be determined:
               (1)  that the electronic transmission was transmitted
  by the owner, member, or governing person; and
               (2)  the date on which the owner, member, or governing
  person transmitted the electronic transmission.
         (c)  Unless the consent is otherwise dated, the date
  specified in Subsection (b)(2) is the date on which the consent is
  considered signed.
         SECTION 9.  Subchapter A, Chapter 9, Business Organizations
  Code, is amended by adding Section 9.005 to read as follows:
         Sec. 9.005.  SUPPLEMENTAL INFORMATION REQUIRED IN
  APPLICATION FOR REGISTRATION OF FOREIGN LIMITED LIABILITY COMPANY.
  (a)  This section applies only to a foreign limited liability
  company governed by a company agreement that establishes or
  provides for the establishment of a designated series of members,
  managers, membership interests, or assets that has any of the
  characteristics described by Subsection (b).
         (b)  A foreign limited liability company must state in its
  application for registration as a foreign limited liability company
  whether:
               (1)  the series has:
                     (A)  separate rights, powers, or duties with
  respect to specified property or obligations of the foreign limited
  liability company; or
                     (B)  separate profits and losses associated with
  specified property or obligations of the foreign limited liability
  company;
               (2)  any debts, liabilities, obligations, and expenses
  incurred, contracted for, or otherwise existing with respect to a
  particular series shall be enforceable against the assets of that
  series only, and not against the assets of the company generally or
  the assets of any other series; and
               (3)  any debts, liabilities, obligations, and expenses
  incurred, contracted for, or otherwise existing with respect to the
  company generally or any other series shall be enforceable against
  the assets of that series.
         SECTION 10.  Subsection (a), Section 9.009, Business
  Organizations Code, is amended to read as follows:
         (a)  A foreign filing entity must amend its registration to
  reflect:
               (1)  a change to its name; [or]
               (2)  a change in the business or activity stated in its
  application for registration; and
               (3)  if the foreign filing entity is a limited
  partnership:
                     (A)  the admission of a new general partner;
                     (B)  the withdrawal of a general partner; and
                     (C)  a change in the name of the general partner
  stated in its application for registration [or business or activity
  has changed].
         SECTION 11.  Subsection (c), Section 9.011, Business
  Organizations Code, is amended to read as follows:
         (c)  A certificate from the comptroller stating that all
  [franchise] taxes administered by the comptroller under Title 2,
  Tax Code, have been paid must be filed with the certificate of
  withdrawal in accordance with Chapter 4 if the foreign filing
  entity is a taxable entity under Chapter 171, Tax Code, other than a
  foreign nonprofit [professional] corporation[, foreign for-profit
  corporation, or foreign limited liability company].
         SECTION 12.  Subchapter A, Chapter 9, Business Organizations
  Code, is amended by adding Section 9.012 to read as follows:
         Sec. 9.012.  AUTOMATIC WITHDRAWAL ON CONVERSION TO DOMESTIC
  FILING ENTITY. A foreign filing entity or foreign limited
  liability partnership registered in this state that converts to a
  domestic filing entity is considered to have withdrawn its
  registration on the effective date of the conversion. This section
  also applies to a conversion and continuance under Section 10.1025.
         SECTION 13.  Subsection (d), Section 9.104, Business
  Organizations Code, is amended to read as follows:
         (d)  A tax clearance letter [of eligibility] from the
  comptroller stating that the foreign filing entity has satisfied
  all franchise tax liabilities and its registration may be
  reinstated must be filed with the certificate of reinstatement if
  the foreign filing entity is a taxable entity under Chapter 171, Tax
  Code, other than a foreign nonprofit [professional] corporation[,
  for-profit corporation, or limited liability company].
         SECTION 14.  Section 9.251, Business Organizations Code, is
  amended to read as follows:
         Sec. 9.251.  ACTIVITIES NOT CONSTITUTING TRANSACTING
  BUSINESS IN THIS STATE. For purposes of this chapter, activities
  that do not constitute transaction of business in this state
  include:
               (1)  maintaining or defending an action or suit or an
  administrative or arbitration proceeding, or effecting the
  settlement of:
                     (A)  such an action, suit, or proceeding; or
                     (B)  a claim or dispute to which the entity is a
  party;
               (2)  holding a meeting of the entity's managerial
  officials, owners, or members or carrying on another activity
  concerning the entity's internal affairs;
               (3)  maintaining a bank account;
               (4)  maintaining an office or agency for:
                     (A)  transferring, exchanging, or registering
  securities the entity issues; or
                     (B)  appointing or maintaining a trustee or
  depositary related to the entity's securities;
               (5)  voting the interest of an entity the foreign
  entity has acquired;
               (6)  effecting a sale through an independent
  contractor;
               (7)  creating, as borrower or lender, or acquiring
  indebtedness or a mortgage or other security interest in real or
  personal property;
               (8)  securing or collecting a debt due the entity or
  enforcing a right in property that secures a debt due the entity;
               (9)  transacting business in interstate commerce;
               (10)  conducting an isolated transaction that:
                     (A)  is completed within a period of 30 days; and
                     (B)  is not in the course of a number of repeated,
  similar transactions;
               (11)  in a case that does not involve an activity that
  would constitute the transaction of business in this state if the
  activity were one of a foreign entity acting in its own right:
                     (A)  exercising a power of executor or
  administrator of the estate of a nonresident decedent under
  ancillary letters issued by a court of this state; or
                     (B)  exercising a power of a trustee under the
  will of a nonresident decedent, or under a trust created by one or
  more nonresidents of this state, or by one or more foreign entities;
               (12)  regarding a debt secured by a mortgage or lien on
  real or personal property in this state:
                     (A)  acquiring the debt in a transaction outside
  this state or in interstate commerce;
                     (B)  collecting or adjusting a principal or
  interest payment on the debt;
                     (C)  enforcing or adjusting a right or property
  securing the debt;
                     (D)  taking an action necessary to preserve and
  protect the interest of the mortgagee in the security; or
                     (E)  engaging in any combination of transactions
  described by this subdivision;
               (13)  investing in or acquiring, in a transaction
  outside of this state, a royalty or other nonoperating mineral
  interest; [or]
               (14)  executing [the execution of] a division order,
  contract of sale, or other instrument incidental to ownership of a
  nonoperating mineral interest; or
               (15)  owning, without more, real or personal property
  in this state.
         SECTION 15.  Subchapter C, Chapter 10, Business
  Organizations Code, is amended by adding Section 10.1025 to read as
  follows:
         Sec. 10.1025.  CONVERSION AND CONTINUANCE. (a)  A
  converting entity may elect to continue its existence in its
  current organizational form and jurisdiction of formation in
  connection with the entity's:
               (1)  conversion under Section 10.101 as a domestic
  entity of one organizational form into a non-United States entity
  of the same organizational form; or
               (2)  conversion under Section 10.102 as a non-United
  States entity of one organizational form into a domestic entity of
  the same organizational form.
         (b)  The election permitted by Subsection (a) for the
  converting entity to continue its existence in its current
  organizational form and jurisdiction of formation must be:
               (1)  adopted and approved as part of the plan of
  conversion for the converting entity as required by Section
  10.101(b) or 10.102(b), as applicable; and
               (2)  permitted by, or not prohibited by and
  inconsistent with, the laws of the applicable non-United States
  jurisdiction.
         (c)  Section 10.156(2) does not apply in connection with the
  filing of the certificate of conversion if the converting entity is
  a domestic filing entity that elects to continue its existence in
  accordance with this section.
         (d)  Chapter 9 does not apply to a non-United States entity
  that also exists as a domestic filing entity because of a conversion
  and election to continue its existence in accordance with this
  section.
         SECTION 16.  Subsection (a), Section 10.103, Business
  Organizations Code, is amended to read as follows:
         (a)  A plan of conversion must include:
               (1)  the name of the converting entity;
               (2)  the name of the converted entity;
               (3)  a statement that the converting entity is
  continuing its existence in the organizational form of the
  converted entity;
               (4)  a statement of the type of entity that the
  converted entity is to be and the converted entity's jurisdiction
  of formation;
               (5)  if Sections 10.1025 and 10.109 do not apply, the
  manner and basis of converting the ownership or membership
  interests of the converting entity into ownership or membership
  interests of the converted entity;
               (6)  any certificate of formation required to be filed
  under this code if the converted entity is a filing entity; [and]
               (7)  the certificate of formation or similar
  organizational document of the converted entity if the converted
  entity is not a filing entity; and
               (8)  if Sections 10.1025 and 10.109 apply, a statement
  that the converting entity is electing to continue its existence in
  its current organizational form and jurisdiction of formation after
  the conversion takes effect.
         SECTION 17.  Subchapter C, Chapter 10, Business
  Organizations Code, is amended by adding Section 10.109 to read as
  follows:
         Sec. 10.109.  SPECIAL PROVISIONS APPLYING TO CONVERSION AND
  CONTINUANCE. (a)  This section applies only to a converting entity
  that elects to continue its existence in accordance with Section
  10.1025.
         (b)  When the conversion of a converting entity to which this
  section applies takes effect:
               (1)  notwithstanding Section 10.106(1), the converting
  entity continues to exist both in its current organizational form
  and jurisdiction of formation and, as the converted entity, in the
  same organizational form in the new jurisdiction of formation;
               (2)  the converting entity and the converted entity,
  for purposes of the laws of this state, constitute a single entity
  formed, incorporated, created, or otherwise having come into being,
  as applicable, and existing under the laws of this state and the
  laws of the applicable non-United States jurisdiction, so long as
  the entity continues to exist as a domestic entity under the laws of
  this state following the conversion;
               (3)  if the converting entity is a domestic entity,
  this code and the other laws of this state apply to the converted
  entity to the same extent as the laws applied to the entity before
  the conversion;
               (4)  if the converting entity is a non-United States
  entity, the laws of the applicable non-United States jurisdiction
  apply to the converted entity to the same extent as the laws applied
  to the entity before the conversion;
               (5)  notwithstanding Section 10.106(2), all rights,
  title, and interests in all property owned by the converting entity
  continue to be owned by the converted entity, subject to any
  existing liens or other encumbrances on the property, in both the
  organizational form of the converting entity and the organizational
  form of the converted entity without:
                     (A)  reversion or impairment;
                     (B)  further act or deed; or
                     (C)  the occurrence of a transfer or assignment;
  and
               (6)  notwithstanding Section 10.106(3), all
  liabilities and obligations of the converting entity remain the
  liabilities and obligations of the converted entity in both the
  organizational form of the converting entity and the organizational
  form of the converted entity without impairment or diminution
  because of the conversion.
         SECTION 18.  Section 10.154, Business Organizations Code, is
  amended by adding Subsection (c) to read as follows:
         (c)  In addition to complying with the requirements of
  Subsections (a) and (b), if Sections 10.1025 and 10.109 apply to the
  conversion, the certificate of conversion required by this section
  must:
               (1)  be titled "Certificate of Conversion and
  Continuance"; and
               (2)  include a statement certifying that the converting
  entity is electing to continue its existence in its current
  organizational form and jurisdiction of formation.
         SECTION 19.  Section 10.361, Business Organizations Code, is
  amended by adding Subsection (g) to read as follows:
         (g)  The beneficial owner of an ownership interest subject to
  dissenters' rights held in a voting trust or by a nominee on the
  beneficial owner's behalf may file a petition described by
  Subsection (a) if no agreement between the dissenting owner of the
  ownership interest and the responsible organization has been
  reached within the period prescribed by Section 10.358(d). When
  the beneficial owner files a petition described by Subsection (a):
               (1)  the beneficial owner shall at that time be
  considered, for purposes of this subchapter, the owner, the
  dissenting owner, and the holder of the ownership interest subject
  to the petition; and
               (2)  the dissenting owner who demanded payment under
  Section 10.356 has no further rights regarding the ownership
  interest subject to the petition.
         SECTION 20.  Subsection (b), Section 10.366, Business
  Organizations Code, is amended to read as follows:
         (b)  An owner who has demanded payment for the owner's
  ownership interest under Section 10.356 is not entitled to vote or
  exercise any other rights of an [another] owner with respect to the
  ownership interest except the right to:
               (1)  receive payment for the ownership interest under
  this subchapter; and
               (2)  bring an appropriate action to obtain relief on
  the ground that the action to which the demand relates would be or
  was fraudulent.
         SECTION 21.  Subsection (b), Section 10.367, Business
  Organizations Code, is amended to read as follows:
         (b)  On termination of the right of dissent under this
  section:
               (1)  the dissenting owner and all persons claiming a
  right under the owner are conclusively presumed to have approved
  and ratified the action to which the owner dissented and are bound
  by that action;
               (2)  the owner's right to be paid the fair value of the
  owner's ownership interests ceases;
               (3)  [and] the owner's status as an owner of those
  ownership interests is restored, as if the owner's demand for
  payment of the fair value of the ownership interests had not been
  made under Section 10.356, [without prejudice to any interim
  proceeding] if the owner's ownership interests were not canceled,
  converted, or exchanged as a result of the action or a subsequent
  action;
               (4)  the dissenting owner is entitled to receive the
  same cash, property, rights, and other consideration received by
  owners of the same class and series of ownership interests held by
  the owner, as if the owner's demand for payment of the fair value of
  the ownership interests had not been made under Section 10.356, if
  the owner's ownership interests were canceled, converted, or
  exchanged as a result of the action or a subsequent action;
               (5)  any action of the domestic entity taken after the
  date of the demand for payment by the owner under Section 10.356
  will not be considered ineffective or invalid because of the
  restoration of the owner's ownership interests or the other rights
  or entitlements of the owner under this subsection; and
               (6)  [fundamental business transaction; and
               [(3)]  the dissenting owner is entitled to receive
  dividends or other distributions made after the date of the owner's
  payment demand under Section 10.356, [in the interim] to owners of
  the same class and series of ownership interests held by the owner
  as if the [a] demand [for the payment of the ownership interests]
  had not been made [under Section 10.356], subject to any change in
  or adjustment to the ownership interests because of an action taken
  by the domestic entity [the cancellation or exchange of the
  ownership interests] after the date of the [a] demand [under
  Section 10.356 was made pursuant to a fundamental business
  transaction].
         SECTION 22.  Subsection (b), Section 11.101, Business
  Organizations Code, is amended to read as follows:
         (b)  A certificate from the comptroller that all taxes
  administered by the comptroller under Title 2, Tax Code, have been
  paid must be filed with the certificate of termination [in
  accordance with Chapter 4] if the filing entity is a taxable entity
  under Chapter 171, Tax Code, other than a nonprofit [professional]
  corporation[, for-profit corporation, or limited liability
  company].
         SECTION 23.  Subsection (e), Section 11.202, Business
  Organizations Code, is amended to read as follows:
         (e)  A tax clearance letter [of eligibility] from the
  comptroller stating that the filing entity has satisfied all
  franchise tax liabilities and may be reinstated must be filed with
  the certificate of reinstatement if the filing entity is a taxable
  entity under Chapter 171, Tax Code, other than a nonprofit
  [professional] corporation[, for-profit corporation, or limited
  liability company].
         SECTION 24.  Subsection (c), Section 11.253, Business
  Organizations Code, is amended to read as follows:
         (c)  A certificate of reinstatement must be accompanied by:
               (1)  each amendment to the entity's certificate of
  formation that is required by intervening events, including
  circumstances requiring an amendment to the filing entity's name as
  described in Section 11.203; and
               (2)  a tax clearance letter from the comptroller
  stating that the filing entity has satisfied all franchise tax
  liabilities and may be reinstated, if the filing entity is a taxable
  entity under Chapter 171, Tax Code, other than a nonprofit
  corporation.
         SECTION 25.  Section 11.314, Business Organizations Code, is
  amended to read as follows:
         Sec. 11.314.  INVOLUNTARY WINDING UP AND TERMINATION OF
  PARTNERSHIP OR LIMITED LIABILITY COMPANY. A district court in the
  county in which the registered office or principal place of
  business in this state of a domestic partnership or limited
  liability company is located has jurisdiction to order the winding
  up and termination of the domestic partnership or limited liability
  company on application by:
               (1)  a partner in the partnership if the court
  determines that:
                     (A)  the economic purpose of the partnership is
  likely to be unreasonably frustrated; or
                     (B)  another partner has engaged in conduct
  relating to the partnership's business that makes it not reasonably
  practicable to carry on the business in partnership with that
  partner; or
               (2)  an owner of the partnership or limited liability
  company if the court determines that it is not reasonably
  practicable to carry on the entity's business in conformity with
  its governing documents.
         SECTION 26.  Section 12.001, Business Organizations Code, is
  amended by adding Subsections (c) and (d) to read as follows:
         (c)  The secretary of state, on acceptance of the filing of
  an instrument authorized to be filed with the secretary of state
  under this code, may issue:
               (1)  a certificate that evidences the filing of the
  instrument;
               (2)  a letter that acknowledges the filing of the
  instrument; or
               (3)  a certificate that evidences the filing of the
  instrument and a letter that acknowledges the filing of the
  instrument.
         (d)  This section and Sections 12.003 and 12.004 do not apply
  to a domestic real estate investment trust.
         SECTION 27.  Section 21.152, Business Organizations Code, is
  amended by amending Subsections (a) and (c) and adding Subsection
  (d) to read as follows:
         (a)  A corporation's certificate of formation may divide the
  corporation's authorized shares into one or more classes and may
  divide one or more classes into one or more series. If more than one
  class or series of shares is authorized, the [The] certificate of
  formation must designate each class and series of authorized shares
  to distinguish that class and series from any other class or series.
         (c)  Shares of the same class must be identical in all
  respects unless the shares have been divided into one or more
  series. If the shares of a class have been divided into one or more
  series, the shares may vary between series, but all shares of the
  same series must [will] be identical in all respects.
         (d)  A corporation's certificate of formation must
  authorize:
               (1)  one or more classes or series of shares that
  together have unlimited voting rights; and
               (2)  one or more classes or series of shares, which may
  be the same class or series of shares as those with voting rights,
  that together are entitled to receive the net assets of the
  corporation on winding up and termination.
         SECTION 28.  Subsection (a), Section 21.153, Business
  Organizations Code, is amended to read as follows:
         (a)  If more than one class or series of shares is authorized
  under Section 21.152(d), the certificate of formation must state
  [Each class or series of authorized shares of a corporation must
  have] the designations, preferences, limitations, and relative
  rights, including voting rights, of each class or series [stated in
  the corporation's certificate of formation].
         SECTION 29.  Subsection (a), Section 21.154, Business
  Organizations Code, is amended to read as follows:
         (a)  Subject to Sections 21.152 and [Section] 21.153, if
  authorized by the corporation's certificate of formation, a
  corporation may issue shares that:
               (1)  are redeemable, at the option of the corporation,
  shareholder, or other person or on the occurrence of a designated
  event, subject to Sections 21.303 and 21.304;
               (2)  entitle the holders of the shares to cumulative,
  noncumulative, or partially cumulative distributions;
               (3)  have preferences over any or all other classes or
  series of shares with respect to payment of distributions;
               (4)  have preferences over any or all other classes or
  series of shares with respect to the assets of the corporation on
  the voluntary or involuntary winding up and termination of the
  corporation;
               (5)  are exchangeable, at the option of the
  corporation, shareholder, or other person or on the occurrence of a
  designated event, for shares, obligations, indebtedness, evidence
  of ownership, rights to purchase securities of the corporation or
  one or more other entities, or other property or for a combination
  of those rights, assets, or obligations, subject to Section 21.303;
  and
               (6)  are convertible into shares of any other class or
  series, at the option of the corporation, shareholder, or other
  person or on the occurrence of a designated event.
         SECTION 30.  Section 21.157, Business Organizations Code, is
  amended by adding Subsection (c) to read as follows:
         (c)  This subsection applies only to shares issued in
  accordance with Subsections (a) and (b) and Sections 21.160 and
  21.161 for consideration consisting, wholly or partly, of a
  contract for future services or benefits or a promissory note. A
  corporation may place the shares, although fully paid and
  nonassessable, in escrow, or make other arrangements to restrict
  the transfer of the shares, and may credit distributions made with
  respect to the shares against their purchase price, until the
  services are performed, the note is paid, or the benefits are
  received. If the services are not performed, the note is not paid,
  or the benefits are not received, the corporation may pursue
  remedies provided or afforded under law or in the contract or note,
  including causing the shares that are placed in escrow or
  restricted to be forfeited or returned to or reacquired by the
  corporation and the distributions that have been credited to be
  wholly or partly returned to the corporation.
         SECTION 31.  Subsection (a), Section 21.163, Business
  Organizations Code, is amended to read as follows:
         (a)  A corporation may:
               (1)  issue fractions of a share, either certificated or
  uncertificated;
               (2)  arrange for the disposition of fractional
  interests by persons entitled to the interests;
               (3)  pay cash for the fair value of fractions of a share
  determined when the shareholders entitled to receive the fractions
  are determined; or
               (4)  subject to Subsection (b), issue scrip in
  registered [or bearer] form that entitles the holder to receive a
  certificate for a full share or an uncertificated full share on the
  surrender of the scrip aggregating a full share.
         SECTION 32.  Section 21.171, Business Organizations Code, is
  amended to read as follows:
         Sec. 21.171.  OUTSTANDING OR TREASURY SHARES. (a)  Shares
  that are issued are outstanding shares unless the shares are
  treasury shares or are canceled.
         (b)  If there are outstanding shares, one or more shares that
  together have unlimited voting rights and one or more shares that
  together are entitled to receive the net assets of the corporation
  on the winding up and termination of the corporation must be
  outstanding shares.
         (c)  Treasury shares are considered to be issued shares and
  not outstanding shares.
         (d) [(b)]  Treasury shares may not be included in the total
  assets of a corporation for purposes of determining the net assets
  of a corporation.
         SECTION 33.  Section 21.201, Business Organizations Code, is
  amended to read as follows:
         Sec. 21.201.  REGISTERED HOLDERS AS OWNERS; SHARES HELD BY
  NOMINEES. (a)  Except as otherwise provided by this code and
  subject to Chapter 8, Business & Commerce Code, a corporation may
  consider the person registered as the owner of a share in the share
  transfer records of the corporation at a particular time, including
  a record date set under Section 6.101 or 6.102 or Subchapter H, as
  the owner of that share at that time for purposes of:
               (1)  voting the share;
               (2)  receiving distributions on the share;
               (3)  transferring the share;
               (4)  receiving notice, exercising rights of dissent,
  exercising or waiving a preemptive right, or giving proxies with
  respect to that share;
               (5)  entering into agreements with respect to that
  share in accordance with Section 6.251, 6.252, or 21.210; or
               (6)  any other shareholder action.
         (b)  A corporation may establish a procedure by which the
  corporation recognizes as a shareholder the beneficial owner of
  shares registered in the name of a nominee.
         (c)  A procedure established under Subsection (b) must:
               (1)  determine the extent of the corporation's
  recognition of the beneficial owner as a shareholder; and
               (2)  include the nominee's filing of a statement with
  the corporation that contains information regarding the beneficial
  owner.
         (d)  A procedure established under Subsection (b) may set
  forth:
               (1)  the types of nominees to which the procedure
  applies;
               (2)  the rights or privileges that the corporation will
  recognize in a beneficial owner, to the extent that the rights or
  privileges are not inconsistent with Section 10.361(g);
               (3)  the manner in which the procedure is selected by
  the nominee;
               (4)  the information that must be provided when the
  procedure is selected;
               (5)  the period for which the selection of the
  procedure is effective; and
               (6)  any other aspect of the rights and duties to be
  established under the procedure.
         SECTION 34.  Section 21.224, Business Organizations Code, is
  amended to read as follows:
         Sec. 21.224.  PREEMPTION OF LIABILITY. The liability of a
  holder, beneficial owner, or subscriber of shares of a corporation,
  or any affiliate of such a holder, owner, or subscriber or of the
  corporation, for an obligation that is limited by Section 21.223 is
  exclusive and preempts any other liability imposed for that
  obligation under common law or otherwise.
         SECTION 35.  Subsection (a), Section 21.361, Business
  Organizations Code, is amended to read as follows:
         (a)  At [If expressly authorized by a corporation's
  certificate of formation in general or with respect to a specified
  class or series of shares or group of classes or series of shares
  and subject to Subsections (b) and (c), at] each election of
  directors of the corporation, each shareholder entitled to vote at
  the election is entitled to:
               (1)  vote the number of shares owned by the shareholder
  for as many candidates as there are directors to be elected and for
  whose election the shareholder is entitled to vote; or
               (2)  if expressly authorized by a corporation's
  certificate of formation in general or with respect to a specified
  class or series of shares or group of classes or series of shares
  and subject to Subsections (b) and (c), cumulate votes by:
                     (A)  giving one candidate as many votes as the
  total of the number of the directors to be elected multiplied by the
  shareholder's shares; or
                     (B)  distributing the votes among one or more
  candidates using the same principle.
         SECTION 36.  Subsection (a), Section 21.406, Business
  Organizations Code, is amended to read as follows:
         (a)  The certificate of formation of a corporation may
  provide that directors, regardless of whether elected by the
  holders of a class or series of shares or by a group of classes or
  series of shares [entitled to elect one or more directors], as
  provided by Section 21.405, are entitled to cast more or less than
  one vote on all matters or on specified matters. Such a provision
  also applies to directors voting in any committee or subcommittee
  regarding all matters or the specified matters, as applicable,
  unless otherwise provided by the certificate of formation.
         SECTION 37.  Subsection (b), Section 21.418, Business
  Organizations Code, is amended to read as follows:
         (b)  An otherwise valid contract or transaction described by
  Subsection (a) is valid notwithstanding that the [a] director or
  officer having the relationship or interest described by Subsection
  (a) [of the corporation] is present at or participates in the
  meeting of the board of directors, or of a committee of the board
  that authorizes the contract or transaction, or votes or signs, in
  the person's capacity as a director or committee member, a
  unanimous written consent of directors or committee members to
  authorize the contract or transaction, if:
               (1)  the material facts as to the relationship or
  interest described by Subsection (a) and as to the contract or
  transaction are disclosed to or known by:
                     (A)  the corporation's board of directors or a
  committee of the board of directors and the board of directors or
  committee in good faith authorizes the contract or transaction by
  the approval [affirmative vote] of the majority of the
  disinterested directors or committee members, regardless of
  whether the disinterested directors or committee members
  constitute a quorum; or
                     (B)  the shareholders entitled to vote on the
  authorization of the contract or transaction, and the contract or
  transaction is specifically approved in good faith by a vote of the
  shareholders; or
               (2)  the contract or transaction is fair to the
  corporation when the contract or transaction is authorized,
  approved, or ratified by the board of directors, a committee of the
  board of directors, or the shareholders.
         SECTION 38.  Subsection (a), Section 101.054, Business
  Organizations Code, is amended to read as follows:
         (a)  Except as provided by this section, the following
  provisions may not be waived or modified in the company agreement of
  a limited liability company:
               (1)  this section;
               (2)  Section 101.101 [101.101(b)], 101.151, 101.206,
  101.501, or 101.502;
               (3)  Chapter 1, if the provision is used to interpret a
  provision or define a word or phrase contained in a section listed
  in this subsection;
               (4)  Chapter 2, except that Section 2.104(c)(2),
  2.104(c)(3), or 2.113 may be waived or modified in the company
  agreement;
               (5)  Chapter 3, except that Subchapters C and E may be
  waived or modified in the company agreement; or
               (6)  Chapter 4, 5, 7, 10, 11, or 12, other than Section
  11.056.
         SECTION 39.  Section 101.106, Business Organizations Code,
  is amended by adding Subsection (c) to read as follows:
         (c)  Sections 9.406 and 9.408, Business & Commerce Code, do
  not apply to a membership interest in a limited liability company,
  including the rights, powers, and interests arising under the
  company's certificate of formation or company agreement or under
  this code. To the extent of any conflict between this subsection
  and Section 9.406 or 9.408, Business & Commerce Code, this
  subsection controls. It is the express intent of this subsection to
  permit the enforcement, as a contract among the members of a limited
  liability company, of any provision of a company agreement that
  would otherwise be ineffective under Section 9.406 or 9.408,
  Business & Commerce Code.
         SECTION 40.  Subsection (c), Section 101.112, Business
  Organizations Code, is amended to read as follows:
         (c)  A charging order constitutes a lien on the judgment
  debtor's membership interest. The charging order lien may not be
  foreclosed on under this code or any other law.
         SECTION 41.  Section 101.206, Business Organizations Code,
  is amended by amending Subsections (a) and (d) and adding
  Subsection (f) to read as follows:
         (a)  Unless the distribution is made in compliance with
  Chapter 11, a [A] limited liability company may not make a
  distribution to a member of the company if, immediately after
  making the distribution, the company's total liabilities, other
  than liabilities described by Subsection (b), exceed the fair value
  of the company's total assets.
         (d)  A member of a limited liability company who receives a
  distribution from the company in violation of this section is not
  required to return the distribution to the company unless [if] the
  member had knowledge of the violation.
         (f)  For purposes of this section, "distribution" does not
  include an amount constituting reasonable compensation for present
  or past services or a reasonable payment made in the ordinary course
  of business under a bona fide retirement plan or other benefits
  program.
         SECTION 42.  Subchapter E, Chapter 101, Business
  Organizations Code, is amended by adding Section 101.208 to read as
  follows:
         Sec. 101.208.  RECORD DATE. A company agreement may
  establish or provide for the establishment of a record date with
  respect to allocations and distributions.
         SECTION 43.  The heading to Section 101.251, Business
  Organizations Code, is amended to read as follows:
         Sec. 101.251.  GOVERNING AUTHORITY [MEMBERSHIP].
         SECTION 44.  Subsection (b), Section 101.255, Business
  Organizations Code, is amended to read as follows:
         (b)  An otherwise valid contract or transaction described by
  Subsection (a) is valid notwithstanding that the [a] governing
  person or officer having the relationship or interest described by
  Subsection (a) [of the company] is present at or participates in the
  meeting of the governing authority, or of a committee of the
  governing [person's] authority, that authorizes the contract or
  transaction or votes or signs, in the person's capacity as a
  governing person or committee member, a written consent of
  governing persons or committee members to authorize the contract or
  transaction, if:
               (1)  the material facts as to the relationship or
  interest described by Subsection (a) and as to the contract or
  transaction are disclosed to or known by:
                     (A)  the company's governing authority or a
  committee of the governing authority and the governing authority or
  committee in good faith authorizes the contract or transaction by
  the approval [affirmative vote] of the majority of the
  disinterested governing persons or committee members, regardless
  of whether the disinterested governing persons or committee members
  constitute a quorum; or
                     (B)  the members of the company, and the members
  in good faith approve the contract or transaction by vote of the
  members; or
               (2)  the contract or transaction is fair to the company
  when the contract or transaction is authorized, approved, or
  ratified by the governing authority, a committee of the governing
  authority, or the members of the company.
         SECTION 45.  Chapter 101, Business Organizations Code, is
  amended by adding Subchapter M to read as follows:
  SUBCHAPTER M. SERIES LIMITED LIABILITY COMPANY
         Sec. 101.601.  SERIES OF MEMBERS, MANAGERS, MEMBERSHIP
  INTERESTS, OR ASSETS. (a)  A company agreement may establish or
  provide for the establishment of one or more designated series of
  members, managers, membership interests, or assets that:
               (1)  has separate rights, powers, or duties with
  respect to specified property or obligations of the limited
  liability company or profits and losses associated with specified
  property or obligations; or
               (2)  has a separate business purpose or investment
  objective.
         (b)  A series established in accordance with Subsection (a)
  may carry on any business, purpose, or activity, whether or not for
  profit, that is not prohibited by Section 2.003.
         Sec. 101.602.  ENFORCEABILITY OF OBLIGATIONS AND EXPENSES OF
  SERIES AGAINST ASSETS. (a)  Notwithstanding any other provision of
  this chapter or any other law, but subject to Subsection (b) and any
  other provision of this subchapter:
               (1)  the debts, liabilities, obligations, and expenses
  incurred, contracted for, or otherwise existing with respect to a
  particular series shall be enforceable against the assets of that
  series only, and shall not be enforceable against the assets of the
  limited liability company generally or any other series; and
               (2)  none of the debts, liabilities, obligations, and
  expenses incurred, contracted for, or otherwise existing with
  respect to the limited liability company generally or any other
  series shall be enforceable against the assets of a particular
  series.
         (b)  Subsection (a) applies only if:
               (1)  the records maintained for that particular series
  account for the assets associated with that series separately from
  the other assets of the company or any other series;
               (2)  the company agreement contains a statement to the
  effect of the limitations provided in Subsection (a); and
               (3)  the company's certificate of formation contains a
  notice of the limitations provided in Subsection (a).
         Sec. 101.603.  ASSETS OF SERIES. (a)  Assets associated
  with a series may be held directly or indirectly, including being
  held in the name of the series, in the name of the limited liability
  company, through a nominee, or otherwise.
         (b)  If the records of a series are maintained in a manner so
  that the assets of the series can be reasonably identified by
  specific listing, category, type, quantity, or computational or
  allocational formula or procedure, including a percentage or share
  of any assets, or by any other method in which the identity of the
  assets can be objectively determined, the records are considered to
  satisfy the requirements of Section 101.602(b)(1).
         Sec. 101.604.  NOTICE OF LIMITATION ON LIABILITIES OF
  SERIES. Notice of the limitation on liabilities of a series
  required by Section 101.602 that is contained in a certificate of
  formation filed with the secretary of state satisfies the
  requirements of Section 101.602(b)(3), regardless of whether:
               (1)  the limited liability company has established any
  series under this subchapter when the notice is contained in the
  certificate of formation; and
               (2)  the notice makes a reference to a specific series
  of the limited liability company.
         Sec. 101.605.  GENERAL POWERS OF SERIES. A series
  established under this subchapter has the power and capacity, in
  the series' own name, to:
               (1)  sue and be sued;
               (2)  contract;
               (3)  hold title to assets of the series, including real
  property, personal property, and intangible property; and
               (4)  grant liens and security interests in assets of
  the series.
         Sec. 101.606.  LIABILITY OF MEMBER OR MANAGER FOR
  OBLIGATIONS; DUTIES. (a)  Except as and to the extent the company
  agreement specifically provides otherwise, a member or manager
  associated with a series or a member or manager of the company is
  not liable for a debt, obligation, or liability of a series,
  including a debt, obligation, or liability under a judgment,
  decree, or court order.
         (b)  The company agreement may expand or restrict any duties,
  including fiduciary duties, and related liabilities that a member,
  manager, officer, or other person associated with a series has to:
               (1)  the series or the company;
               (2)  a member or manager associated with the series; or
               (3)  a member or manager of the company.
         Sec. 101.607.  CLASS OR GROUP OF MEMBERS OR MANAGERS.
  (a)  The company agreement may:
               (1)  establish classes or groups of one or more members
  or managers associated with a series each of which has certain
  express relative rights, powers, and duties, including voting
  rights; and
               (2)  provide for the manner of establishing additional
  classes or groups of one or more members or managers associated with
  the series each of which has certain express rights, powers, and
  duties, including providing for voting rights and rights, powers,
  and duties senior to existing classes and groups of members or
  managers associated with the series.
         (b)  The company agreement may provide for the taking of an
  action, including the amendment of the company agreement, without
  the vote or approval of any member or manager or class or group of
  members or managers, to create under the provisions of the company
  agreement a class or group of the series of membership interests
  that was not previously outstanding.
         (c)  The company agreement may provide that:
               (1)  all or certain identified members or managers or a
  specified class or group of the members or managers associated with
  a series have the right to vote on any matter separately or with all
  or any class or group of the members or managers associated with the
  series;
               (2)  any member or class or group of members associated
  with a series has no voting rights; and
               (3)  voting by members or managers associated with a
  series is on a per capita, number, financial interest, class,
  group, or any other basis.
         Sec. 101.608.  GOVERNING AUTHORITY. (a)  Notwithstanding
  any conflicting provision of the certificate of formation of a
  limited liability company, the governing authority of a series
  consists of the managers or members associated with the series as
  provided in the company agreement.
         (b)  If the company agreement does not provide for the
  governing authority of the series, the governing authority of the
  series consists of:
               (1)  the managers associated with the series, if the
  company's certificate of formation states that the company will
  have one or more managers; or
               (2)  the members associated with the series, if the
  company's certificate of formation states that the company will not
  have managers.
         Sec. 101.609.  APPLICABILITY OF OTHER PROVISIONS OF CHAPTER;
  SYNONYMOUS TERMS. (a)  To the extent not inconsistent with this
  subchapter, this chapter applies to a series and its associated
  members and managers.
         (b)  For purposes of the application of any other provision
  of this chapter to a provision of this subchapter, and as the
  context requires:
               (1)  a reference to "limited liability company" or
  "company" means the "series";
               (2)  a reference to "member" means "member associated
  with the series"; and
               (3)  a reference to "manager" means "manager associated
  with the series."
         Sec. 101.610.  EFFECT OF CERTAIN EVENT ON MANAGER OR MEMBER.
  (a)  An event that under this chapter or the company agreement
  causes a manager to cease to be a manager with respect to a series
  does not, in and of itself, cause the manager to cease to be a
  manager of the limited liability company or with respect to any
  other series of the company.
         (b)  An event that under this chapter or the company
  agreement causes a member to cease to be associated with a series
  does not, in and of itself, cause the member to cease to be
  associated with any other series or terminate the continued
  membership of a member in the limited liability company or require
  the winding up of the series, regardless of whether the member was
  the last remaining member associated with the series.
         Sec. 101.611.  MEMBER STATUS WITH RESPECT TO DISTRIBUTION.
  (a)  Subject to Sections 101.613, 101.617, 101.618, 101.619, and
  101.620, when a member associated with a series established under
  this subchapter is entitled to receive a distribution with respect
  to the series, the member, with respect to the distribution, has the
  same status as a creditor of the series and is entitled to any
  remedy available to a creditor of the series.
         (b)  Section 101.207 does not apply to a distribution with
  respect to the series.
         Sec. 101.612.  RECORD DATE FOR ALLOCATIONS AND
  DISTRIBUTIONS. A company agreement may establish or provide for
  the establishment of a record date for allocations and
  distributions with respect to a series.
         Sec. 101.613.  DISTRIBUTIONS. (a)  A limited liability
  company may make a distribution with respect to a series.
         (b)  A limited liability company may not make a distribution
  with respect to a series to a member if, immediately after making
  the distribution, the total amount of the liabilities of the
  series, other than liabilities described by Subsection (c), exceeds
  the fair value of the assets associated with the series.
         (c)  For purposes of Subsection (b), the liabilities of a
  series do not include:
               (1)  a liability related to the member's membership
  interest; or
               (2)  except as provided by Subsection (e), a liability
  of the series for which the recourse of creditors is limited to
  specified property of the series.
         (d)  For purposes of Subsection (b), the assets associated
  with a series include the fair value of property of the series
  subject to a liability for which recourse of creditors is limited to
  specified property of the series only if the fair value of that
  property exceeds the liability.
         (e)  A member who receives a distribution from a series in
  violation of this section is not required to return the
  distribution to the series unless the member had knowledge of the
  violation.
         (f)  This section may not be construed to affect the
  obligation of a member to return a distribution to the series under
  the company agreement or other state or federal law.
         (g)  Section 101.206 does not apply to a distribution with
  respect to a series.
         (h)  For purposes of this section, "distribution" does not
  include an amount constituting reasonable compensation for present
  or past services or a reasonable payment made in the ordinary course
  of business under a bona fide retirement plan or other benefits
  program.
         Sec. 101.614.  AUTHORITY TO WIND UP AND TERMINATE SERIES.
  Except to the extent otherwise provided in the company agreement
  and subject to Sections 101.617, 101.618, 101.619, and 101.620, a
  series and its business and affairs may be wound up and terminated
  without causing the winding up of the limited liability company.
         Sec. 101.615.  TERMINATION OF SERIES. (a)  Except as
  otherwise provided by Sections 101.617, 101.618, 101.619, and
  101.620, the series terminates on the completion of the winding up
  of the business and affairs of the series in accordance with
  Sections 101.617, 101.618, 101.619, and 101.620.
         (b)  The limited liability company shall provide notice of
  the termination of a series in the manner provided in the company
  agreement for notice of termination, if any.
         (c)  The termination of the series does not affect the
  limitation on liabilities of the series provided by Section
  101.602.
         Sec. 101.616.  EVENT REQUIRING WINDING UP. Subject to
  Sections 101.617, 101.618, 101.619, and 101.620, the business and
  affairs of a series are required to be wound up:
               (1)  if the winding up of the limited liability company
  is required under Section 101.552(a) or Chapter 11; or
               (2)  on the earlier of:
                     (A)  the time specified for winding up the series
  in the company agreement;
                     (B)  the occurrence of an event specified with
  respect to the series in the company agreement;
                     (C)  the occurrence of a majority vote of all of
  the members associated with the series approving the winding up of
  the series or, if there is more than one class or group of members
  associated with the series, a majority vote of the members of each
  class or group of members associated with the series approving the
  winding up of the series;
                     (D)  if the series has no members, the occurrence
  of a majority vote of all of the managers associated with the series
  approving the winding up of the series or, if there is more than one
  class or group of managers associated with the series, a majority
  vote of the managers of each class or group of managers associated
  with the series approving the winding up of the series; or
                     (E)  a determination by a court in accordance with
  Section 101.621.
         Sec. 101.617.  PROCEDURES FOR WINDING UP AND TERMINATION OF
  SERIES. (a)  The following provisions apply to a series and the
  associated members and managers of the series:
               (1)  Subchapters A, G, H, and I, Chapter 11; and
               (2)  Subchapter B, Chapter 11, other than Sections
  11.051, 11.056, 11.057, 11.058, and 11.059.
         (b)  For purposes of the application of Chapter 11 to a
  series and as the context requires:
               (1)  a reference to "domestic entity," "filing entity,"
  or "entity" means the "series";
               (2)  a reference to an "owner" means a "member
  associated with the series";
               (3)  a reference to the "governing authority" or a
  "governing person" means the "governing authority associated with
  the series" or a "governing person associated with the series"; and
               (4)  a reference to "business," "property,"
  "obligations," or "liabilities" means the "business associated
  with the series," "property associated with the series,"
  "obligations associated with the series," or "liabilities
  associated with the series."
         (c)  After the occurrence of an event requiring winding up of
  a series under Section 101.616, unless a revocation as provided by
  Section 101.618 or a cancellation as provided by Section 101.619
  occurs, the winding up of the series must be carried out by:
               (1)  the governing authority of the series or one or
  more persons, including a governing person, designated by:
                     (A)  the governing authority of the series;
                     (B)  the members associated with the series; or
                     (C)  the company agreement; or
               (2)  a person appointed by the court to carry out the
  winding up of the series under Section 11.054, 11.405, 11.409, or
  11.410.
         (d)  An action taken in accordance with this section does not
  affect the limitation on liability of members and managers provided
  by Section 101.606.
         Sec. 101.618.  REVOCATION OF VOLUNTARY WINDING UP. Before
  the termination of the series takes effect, a voluntary decision to
  wind up the series under Section 101.616(2)(C) or (D) may be revoked
  by:
               (1)  a majority vote of all of the members associated
  with the series approving the revocation or, if there is more than
  one class or group of members associated with the series, a majority
  vote of the members of each class or group of members associated
  with the series approving the revocation; or
               (2)  if the series has no members, a majority vote of
  all the managers associated with the series approving the
  revocation or, if there is more than one class or group of managers
  associated with the series, a majority vote of the managers of each
  class or group of managers associated with the series approving the
  revocation.
         Sec. 101.619.  CANCELLATION OF EVENT REQUIRING WINDING UP.
  (a)  Unless the cancellation is prohibited by the company
  agreement, an event requiring winding up of the series under
  Section 101.616(1) or (2) may be canceled by the consent of all of
  the members of the series before the termination of the series takes
  effect.
         (b)  In connection with the cancellation, the members must
  amend the company agreement to:
               (1)  eliminate or extend the time specified for the
  series if the event requiring winding up of the series occurred
  under Section 101.616(1); or
               (2)  eliminate or revise the event specified with
  respect to the series if the event requiring winding up of the
  series occurred under Section 101.616(2).
         Sec. 101.620.  CONTINUATION OF BUSINESS. The series may
  continue its business following the revocation under Section
  101.618 or the cancellation under Section 101.619.
         Sec. 101.621.  WINDING UP BY COURT ORDER. A district court
  in the county in which the registered office or principal place of
  business in this state of a domestic limited liability company is
  located, on application by or for a member associated with the
  series, has jurisdiction to order the winding up and termination of
  a series if the court determines that it is not reasonably
  practicable to carry on the business of the series in conformity
  with the company agreement.
         SECTION 46.  Chapter 151, Business Organizations Code, is
  amended by adding Section 151.004 to read as follows:
         Sec. 151.004.  OFFICERS. A partnership may have elected or
  appointed officers in accordance with Section 3.103.
         SECTION 47.  Subsection (a), Section 152.801, Business
  Organizations Code, is amended to read as follows:
         (a)  Except as provided by Subsection (b) or the partnership
  agreement, a partner in a limited liability partnership is not
  personally liable to any person, including a partner, directly or
  indirectly, by contribution, indemnity, or otherwise, for a debt or
  obligation of the partnership incurred while the partnership is a
  limited liability partnership.
         SECTION 48.  Subsection (f), Section 152.802, Business
  Organizations Code, is amended to read as follows:
         (f)  A registration may be withdrawn by filing a withdrawal
  notice with the secretary of state in accordance with Chapter 4. A
  certificate from the comptroller stating that all taxes
  administered by the comptroller under Title 2, Tax Code, have been
  paid must be filed with the notice of withdrawal. A withdrawal
  notice terminates the status of the partnership as a limited
  liability partnership from the date on which the notice is filed or
  a later date specified in the notice, but not later than the
  expiration date under Subsection (e). A withdrawal notice must:
               (1)  contain:
                     (A)  the name of the partnership;
                     (B)  the federal tax identification number of the
  partnership;
                     (C)  the date of registration of the partnership's
  last application under this subchapter; and
                     (D)  the current street address of the
  partnership's principal office in this state and outside this
  state, if applicable; and
               (2)  be signed by:
                     (A)  a majority-in-interest of the partners; or
                     (B)  one or more partners authorized by a
  majority-in-interest of the partners.
         SECTION 49.  Section 152.906, Business Organizations Code,
  is amended by adding Subsection (c) to read as follows:
         (c)  A certificate from the comptroller stating that all
  taxes administered by the comptroller under Title 2, Tax Code, have
  been paid must be filed with the withdrawal of registration.
         SECTION 50.  Section 152.914, Business Organizations Code,
  is amended by adding Subsection (f) to read as follows:
         (f)  A tax clearance letter from the comptroller stating that
  a foreign limited liability partnership has satisfied all franchise
  tax liabilities and may be reinstated must be filed with the
  certificate of reinstatement if the foreign limited liability
  partnership is a taxable entity under Chapter 171, Tax Code.
         SECTION 51.  Section 153.103, Business Organizations Code,
  is amended to read as follows:
         Sec. 153.103.  ACTIONS NOT CONSTITUTING PARTICIPATION IN
  BUSINESS FOR LIABILITY PURPOSES. For purposes of this section and
  Sections 153.102, 153.104, and 153.105, a limited partner does not
  participate in the control of the business because the limited
  partner has or has acted in one or more of the following capacities
  or possesses or exercises one or more of the following powers:
               (1)  acting as:
                     (A)  a contractor for or an officer or other agent
  or employee of the limited partnership;
                     (B)  a contractor for or an agent or employee of a
  general partner;
                     (C)  an officer, director, or stockholder of a
  corporate general partner;
                     (D)  a partner of a partnership that is a general
  partner of the limited partnership; or
                     (E)  a member or manager of a limited liability
  company that is a general partner of the limited partnership;
               (2)  acting in a capacity similar to that described in
  Subdivision (1) with any other person that is a general partner of
  the limited partnership;
               (3)  consulting with or advising a general partner on
  any matter, including the business of the limited partnership;
               (4)  acting as surety, guarantor, or endorser for the
  limited partnership, guaranteeing or assuming one or more specific
  obligations of the limited partnership, or providing collateral for
  borrowings of the limited partnership;
               (5)  calling, requesting, attending, or participating
  in a meeting of the partners or the limited partners;
               (6)  winding up the business of a limited partnership
  under Chapter 11 and Subchapter K of this chapter;
               (7)  taking an action required or permitted by law to
  bring, pursue, settle, or otherwise terminate a derivative action
  in the right of the limited partnership;
               (8)  serving on a committee of the limited partnership
  or the limited partners; or
               (9)  proposing, approving, or disapproving, by vote or
  otherwise, one or more of the following matters:
                     (A)  the winding up or termination of the limited
  partnership;
                     (B)  an election to reconstitute the limited
  partnership or continue the business of the limited partnership;
                     (C)  the sale, exchange, lease, mortgage,
  assignment, pledge, or other transfer of, or granting of a security
  interest in, an asset of the limited partnership;
                     (D)  the incurring, renewal, refinancing, or
  payment or other discharge of indebtedness by the limited
  partnership;
                     (E)  a change in the nature of the business of the
  limited partnership;
                     (F)  the admission, removal, or retention of a
  general partner;
                     (G)  the admission, removal, or retention of a
  limited partner;
                     (H)  a transaction or other matter involving an
  actual or potential conflict of interest;
                     (I)  an amendment to the partnership agreement or
  certificate of formation;
                     (J)  if the limited partnership is qualified as an
  investment company under the federal Investment Company Act of 1940
  (15 U.S.C. Section 80a-1 et seq.), as amended, any matter required
  by that Act or the rules and regulations of the Securities and
  Exchange Commission under that Act, to be approved by the holders of
  beneficial interests in an investment company, including:
                           (i)  electing directors or trustees of the
  investment company;
                           (ii)  approving or terminating an investment
  advisory or underwriting contract;
                           (iii)  approving an auditor; and
                           (iv)  acting on another matter that that Act
  requires to be approved by the holders of beneficial interests in
  the investment company;
                     (K)  indemnification of a general partner under
  Chapter 8 or otherwise;
                     (L)  any other matter stated in the partnership
  agreement;
                     (M)  the exercising of a right or power granted or
  permitted to limited partners under this code and not specifically
  enumerated in this section; or
                     (N)  the merger or conversion of a limited
  partnership.
         SECTION 52.  Section 153.210, Business Organizations Code,
  is amended to read as follows:
         Sec. 153.210.  LIMITATION ON DISTRIBUTION. (a)  Unless the
  distribution is made in compliance with Chapter 11, a [A] limited
  partnership may not make a distribution to a partner if,
  immediately after giving effect to the distribution and despite any
  compromise of a claim referred to by Sections 153.203 and 153.204,
  all liabilities of the limited partnership, other than liabilities
  to partners with respect to their partnership interests and
  liabilities for which the recourse of creditors is limited to
  specified property of the limited partnership, exceed the fair
  value of the partnership assets. The fair value of property that is
  subject to a liability for which recourse of creditors is limited
  shall be included in the partnership assets for purposes of this
  subsection only to the extent that the fair value of that property
  exceeds that liability.
         (b)  For purposes of this section, "distribution" does not
  include an amount constituting reasonable compensation for present
  or past services or a reasonable payment made in the ordinary course
  of business under a bona fide retirement plan or other benefits
  program.
         SECTION 53.  Subsection (c), Section 153.256, Business
  Organizations Code, is amended to read as follows:
         (c)  A charging order constitutes a lien on the judgment
  debtor's partnership interest. The charging order lien may not be
  foreclosed on under this code or any other law.
         SECTION 54.  Subsection (c), Section 153.309, Business
  Organizations Code, is amended to read as follows:
         (c)  This section and Sections 153.307 and 153.308 do not
  affect the liability of a limited partner [to the limited
  partnership].
         SECTION 55.  Section 153.311, Business Organizations Code,
  is amended to read as follows:
         Sec. 153.311.  TERMINATION [CANCELLATION] OF CERTIFICATE OR
  REVOCATION OF REGISTRATION AFTER FORFEITURE. (a)  The secretary of
  state may terminate [cancel] the certificate of formation of a
  domestic limited partnership, or revoke the registration of a
  foreign limited partnership, if the limited partnership:
               (1)  forfeits its right to transact business in this
  state under Section 153.307; and
               (2)  fails to revive that right under Section 153.310.
         (b)  Termination [Cancellation] of the certificate or
  revocation of registration takes effect without judicial
  ascertainment.
         (c)  The secretary of state shall note the termination or
  revocation [cancellation] and the date [of cancellation] on the
  record kept in the secretary's office relating to the limited
  partnership.
         (d)  On termination or revocation [cancellation], the status
  of the limited partnership is changed to inactive according to the
  records of the secretary of state. The change to inactive status
  does not affect the liability of a limited partner [to the limited
  partnership].
         SECTION 56.  Subsections (a) and (b), Section 153.312,
  Business Organizations Code, are amended to read as follows:
         (a)  A limited partnership the certificate of formation or
  registration of which has been terminated or revoked [canceled] as
  provided by Section 153.311 may be relieved of the termination or
  revocation [cancellation] by filing the report required by Section
  153.301, accompanied by the filing fees provided by Chapter 4.
         (b)  If the limited partnership pays the fees required by
  Subsection (a) and all taxes, penalties, and interest due and
  accruing before termination or revocation, the secretary of state
  shall:
               (1)  reinstate the certificate or registration of the
  limited partnership without judicial ascertainment;
               (2)  change the status of the limited partnership to
  active; and
               (3)  note the reinstatement on the record kept in the
  secretary's office relating to the limited partnership.
         SECTION 57.  Section 154.001, Business Organizations Code,
  is amended by adding Subsection (d) to read as follows:
         (d)  Sections 9.406 and 9.408, Business & Commerce Code, do
  not apply to a partnership interest in a partnership, including the
  rights, powers, and interests arising under the governing documents
  of the partnership or under this code. To the extent of any
  conflict between this subsection and Section 9.406 or 9.408,
  Business & Commerce Code, this subsection controls. It is the
  express intent of this subsection to permit the enforcement, as a
  contract among the partners of a partnership, of any provision of a
  partnership agreement that would otherwise be ineffective under
  Section 9.406 or 9.408, Business & Commerce Code.
         SECTION 58.  Subsection (b), Section 200.317, Business
  Organizations Code, is amended to read as follows:
         (b)  An otherwise valid contract or transaction described by
  Subsection (a) is valid notwithstanding that the [a] trust manager
  or officer having the relationship or interest described by
  Subsection (a) [of the trust] is present at or participates in the
  meeting of the trust managers or of a committee of the trust
  managers that authorizes the contract or transaction, or votes or
  signs, in the person's capacity as a trust manager or committee
  member, a unanimous written consent of trust managers or committee
  members to authorize the contract or transaction, if:
               (1)  the material facts as to the relationship or
  interest described by Subsection (a) and as to the contract or
  transaction are disclosed to or known by:
                     (A)  the trust managers or a committee of the
  trust managers, and the trust managers or committee of the trust
  managers in good faith authorize the contract or transaction by the
  approval [affirmative vote] of the majority of disinterested trust
  managers or committee members, regardless of whether the
  disinterested trust managers or committee members constitute a
  quorum; or
                     (B)  the shareholders entitled to vote on the
  authorization of the contract or transaction, and the contract or
  transaction is specifically approved in good faith by a vote of the
  shareholders; or
               (2)  the contract or transaction is fair to the real
  estate investment trust when the contract or transaction is
  authorized, approved, or ratified by the trust managers, a
  committee of the trust managers, or the shareholders.
         SECTION 59.  Subsection (a), Section 402.005, Business
  Organizations Code, is amended to read as follows:
         (a)  On or after January 1, 2010, if a domestic entity formed
  before January 1, 2006, or a foreign filing entity registered with
  the secretary of state to transact business in this state before
  January 1, 2006, has not taken the actions specified by Section
  402.003 [402.003(a)] or 402.004 to elect to adopt this code:
               (1)  this code applies to the entity and all actions
  taken by the managerial officials, owners, or members of the
  entity, except as otherwise expressly provided by this title;
               (2)  if the entity is a domestic or foreign filing
  entity, the entity is not considered to have failed to comply with
  this code if the entity's certificate of formation or application
  for registration, as appropriate, does not comply with this code;
               (3)  if the entity is a domestic filing entity, the
  entity shall conform its certificate of formation to the
  requirements of this code when it next files an amendment to its
  certificate of formation; and
               (4)  if the entity is a foreign filing entity, the
  entity shall conform its application for registration to the
  requirements of this code when it next files an amendment to its
  application for registration.
         SECTION 60.  Section 9.406, Business & Commerce Code, is
  amended by adding Subsection (j) to read as follows:
         (j)  This section does not apply to an interest in a
  partnership or limited liability company.
         SECTION 61.  Section 9.408, Business & Commerce Code, is
  amended by adding Subsection (e) to read as follows:
         (e)  This section does not apply to an interest in a
  partnership or limited liability company.
         SECTION 62.  Section 71.002, Business & Commerce Code, is
  amended by amending Subdivisions (2), (4), (7), (8), and (9) and
  adding Subdivision (6-a) to read as follows:
               (2)  "Assumed name" means:
                     (A)  for an individual, a name that does not
  include the surname of the individual;
                     (B)  for a partnership, a name that does not
  include the surname or other legal name of each joint venturer or
  general partner;
                     (C)  for an individual or a partnership, a name,
  including a surname, that suggests the existence of additional
  owners by including words such as "Company," "& Company," "& Son,"
  "& Sons," "& Associates," "Brothers," and similar words, but not
  words that merely describe the business being conducted or the
  professional service being rendered;
                     (D)  for a limited partnership, a name other than
  the name stated in its certificate of formation;
                     (E)  for a company, a name used by the company;
                     (F)  for a corporation, a name other than the name
  stated in its certificate of formation or a comparable document;
                     (G)  for a [registered] limited liability
  partnership, a name other than the name stated in its application
  filed with the office of the secretary of state or a comparable
  document; and
                     (H)  for a limited liability company, a name other
  than the name stated in its certificate of formation or a comparable
  document.
               (4)  "Company" means a real estate investment trust, a
  joint-stock company, or any other business, professional, or other
  association or legal entity that is not incorporated, other than a
  partnership, limited partnership, limited liability company, [or
  registered] limited liability partnership, or foreign filing
  entity.
               (6-a)  "Foreign filing entity" means an entity formed
  under the laws of a jurisdiction other than this state that
  registers or is required by law to register with the secretary of
  state to conduct business or render professional services in this
  state under Chapter 9, Business Organizations Code.
               (7)  "Office" means:
                     (A)  for a person that is not an individual or that
  is a corporation that is not required to or does not maintain a
  registered office in this state, the person's:
                           (i)  principal office; and
                           (ii)  principal place of business if not the
  same as the person's principal office; and
                     (B)  for a corporation, limited partnership,
  [registered] limited liability partnership, [or] limited liability
  company, or foreign filing entity that is required to maintain a
  registered office in this state, the entity's:
                           (i)  registered office; and
                           (ii)  principal office if not the same as the
  entity's registered office.
               (8)  "Partnership" means a joint venture or general
  partnership other than a limited partnership or a [registered]
  limited liability partnership.
               (9)  "Person" includes an individual, partnership,
  limited partnership, limited liability company, [registered]
  limited liability partnership, company, [or] corporation, or
  foreign filing entity.
         SECTION 63.  Subsection (b), Section 71.003, Business &
  Commerce Code, is amended to read as follows:
         (b)  This chapter does not require a corporation, limited
  partnership, [registered] limited liability partnership, [or]
  limited liability company, or foreign filing entity or its
  shareholders, associates, partners, or members to file a
  certificate to conduct business or render a professional service in
  this state under the name of the entity as stated in the certificate
  of formation, application filed with the office of the secretary of
  state, or other comparable document of the entity.
         SECTION 64.  Section 71.051, Business & Commerce Code, is
  amended to read as follows:
         Sec. 71.051.  CERTIFICATE FOR CERTAIN UNINCORPORATED
  PERSONS. A person must file a certificate under this subchapter if
  the person regularly conducts business or renders a professional
  service in this state under an assumed name other than as a
  corporation, limited partnership, [registered] limited liability
  partnership, [or] limited liability company, or foreign filing
  entity.
         SECTION 65.  Section 71.052, Business & Commerce Code, is
  amended to read as follows:
         Sec. 71.052.  CONTENTS OF CERTIFICATE. The certificate must
  state:
               (1)  the assumed name under which the business is or is
  to be conducted or the professional service is or is to be rendered;
               (2)  if the registrant is:
                     (A)  an individual, the individual's full name and
  residence address;
                     (B)  a partnership:
                           (i)  the venture or partnership name;
                           (ii)  the venture or partnership office
  address;
                           (iii)  the full name of each joint venturer
  or general partner; and
                           (iv)  each joint venturer's or general
  partner's residence address if the venturer or partner is an
  individual or the joint venturer's or general partner's office
  address if the venturer or partner is not an individual;
                     (C)  an estate:
                           (i)  the name of the estate;
                           (ii)  the estate's office address, if any;
                           (iii)  the full name of each representative
  of the estate; and
                           (iv)  each representative's residence
  address if the representative is an individual or the
  representative's office address if the representative is not an
  individual;
                     (D)  a real estate investment trust:
                           (i)  the name of the trust;
                           (ii)  the address of the trust;
                           (iii)  the full name of each trustee
  manager; and
                           (iv)  each trustee manager's residence
  address if the trustee manager is an individual or the trustee
  manager's office address if the trustee manager is not an
  individual; or
                     (E)  a company, other than a real estate
  investment trust[, or a corporation]:
                           (i)  the name of the company [or
  corporation];
                           (ii)  the state, country, or other
  jurisdiction under the laws of which the company [or corporation]
  was organized [or incorporated]; and
                           (iii)  the company's [or corporation's]
  office address;
               (3)  the period, not to exceed 10 years, during which
  the registrant will use the assumed name; and
               (4)  a statement specifying that the business that is
  or will be conducted or the professional service that is or will be
  rendered in the county under the assumed name is being or will be
  conducted or rendered as a proprietorship, sole practitioner,
  partnership, real estate investment trust, joint-stock company, or
  other form of unincorporated business or professional association
  or entity other than a limited partnership, limited liability
  company, [or registered] limited liability partnership, or foreign
  filing entity.
         SECTION 66.  Section 71.101, Business & Commerce Code, is
  amended to read as follows:
         Sec. 71.101.  CERTIFICATE FOR INCORPORATED BUSINESS OR
  PROFESSION, LIMITED PARTNERSHIP, [REGISTERED] LIMITED LIABILITY
  PARTNERSHIP, [OR] LIMITED LIABILITY COMPANY, OR FOREIGN FILING
  ENTITY. A corporation, limited partnership, [registered] limited
  liability partnership, [or] limited liability company, or foreign
  filing entity must file a certificate under this subchapter if the
  entity:
               (1)  regularly conducts business or renders
  professional services in this state under an assumed name; or
               (2)  is required by law to use an assumed name in this
  state to conduct business or render professional services.
         SECTION 67.  Section 71.102, Business & Commerce Code, is
  amended to read as follows:
         Sec. 71.102.  CONTENTS OF CERTIFICATE. The certificate must
  state:
               (1)  the assumed name under which the business is or is
  to be conducted or the professional service is or is to be rendered;
               (2)  the registrant's name as stated in the
  registrant's certificate of formation or application filed with the
  office of the secretary of state or other comparable document;
               (3)  the state, country, or other jurisdiction under
  the laws of which the registrant was incorporated or organized and
  the registrant's registered or similar office address in that
  state, country, or jurisdiction;
               (4)  the period, not to exceed 10 years, during which
  the registrant will use the assumed name;
               (5)  a statement specifying that the registrant is:
                     (A)  a for-profit [business] corporation,
  nonprofit corporation, professional corporation, professional
  association, or other type of corporation;
                     (B)  a limited partnership, [registered] limited
  liability partnership, or limited liability company; or
                     (C)  another type of incorporated business,
  professional or other association, or legal entity, foreign or
  domestic;
               (6)  the address of:
                     (A)  the registrant's[:
                           [(i)     registered office in this state and
  the name of its registered agent at that address; and
                           [(ii)]  principal office[, if the principal
  office address is not the same as the registrant's registered
  office address in this state]; or
                     (B)  if the registrant is not required to or does
  not maintain a registered office in this state:
                           (i)  the registrant's office in this state;
  and
                           (ii)  the registrant's place of business in
  this state and any office of the registrant outside this state, if
  the registrant is not incorporated or organized under the laws of
  this state; and
               (7)  the county or counties in this state where the
  registrant is or will be conducting business or rendering
  professional services under the assumed name.
         SECTION 68.  Section 71.103, Business & Commerce Code, is
  amended to read as follows:
         Sec. 71.103.  PLACE OF FILING. (a)  The corporation,
  limited partnership, [registered] limited liability partnership,
  [or] limited liability company, or foreign filing entity shall file
  the certificate in the office of the secretary of state and in the
  office or offices of each county clerk as specified by Subsection
  (b) or (c).
         (b)  An [Except as provided by Subsection (c), the] entity
  that maintains a registered office in this state shall file the
  certificate in the office [offices] of the county clerk of the
  county in which the entity's:
               (1)  registered office is located, if the entity's
  principal office is not located in this state; or [and]
               (2)  principal office is located, if the entity's
  principal office is located in this state [and not in the same
  county where the registered office is located].
         (c)  An [If the] entity that [is not required to or] does not
  maintain a registered office in this state[, the entity] shall file
  the certificate:
               (1)  in the office of the county clerk of the county in
  which the entity's office in this state is located; or
               (2)  in the office of the county clerk of the county in
  which the entity's principal place of business in this state is
  located, if:
                     (A)  the entity is not incorporated or organized
  under the laws of this state; and
                     (B)  the county in which the entity's principal
  place of business in this state is located is not the same county
  where the entity's office is located.
         SECTION 69.  Subsection (b), Section 71.152, Business &
  Commerce Code, is amended to read as follows:
         (b)  An event that causes the information in a certificate to
  become materially misleading includes:
               (1)  a change in the name, identity, entity, form of
  business or professional organization, or location of a registrant;
               (2)  for a proprietorship or sole practitioner, a
  change in ownership; or
               (3)  for a partnership:
                     (A)  the admission of a new partner or joint
  venturer; or
                     (B)  the end of a general partner's or joint
  venturer's association with the partnership[; or
               [(4)     for a registrant required by law to maintain a
  registered office or similar office and a registered agent or
  similar agent at that office, a change in the address of the office
  or in the identity of the agent].
         SECTION 70.  Section 681.170, Business & Commerce Code, is
  amended to read as follows:
         Sec. 681.170.  CITY OF MIDLOTHIAN [TRADE ZONE CORPORATION].
  The City of Midlothian [Trade Zone Corporation, organized under the
  laws of this state,] may apply for and accept a grant of authority
  to establish, operate, and maintain:
               (1)  a foreign trade zone in Midlothian, Ellis County,
  adjacent to the port limits of the Dallas-Fort Worth port of entry;
  and
               (2)  other subzones in Ellis County.
         SECTION 71.  Subsection (A), Section 19, Texas Professional
  Association Act (Article 1528f, Vernon's Texas Civil Statutes), is
  amended to read as follows:
         (A)  The original and a copy of the articles of dissolution
  shall be delivered to the Secretary of State, together with a
  certificate from the comptroller stating that all taxes
  administered by the comptroller under Title 2, Tax Code, have been
  paid. If the Secretary of State finds that the articles of
  dissolution conform to law, he shall, when all fees have been paid
  as required by law:
               (1)  Endorse on the original and the copy the word
  "Filed," and the month, day, and year of the filing thereof.
               (2)  File the original in his office.
               (3)  Issue a certificate of dissolution to which he
  shall affix the copy.
         SECTION 72.  Subsection (a), Section 2.03, Texas Revised
  Limited Partnership Act (Article 6132a-1, Vernon's Texas Civil
  Statutes), is amended to read as follows:
         (a)  A certificate of limited partnership shall be canceled
  by paying the filing fee and filing a certificate of cancellation,
  together with a certificate from the comptroller stating that all
  taxes administered by the comptroller under Title 2, Tax Code, have
  been paid, with the secretary of state:
               (1)  on the completion of the winding up of the
  partnership;
               (2)  when there are no limited partners; or
               (3)  subject to Subsection (c) of this section, on a
  merger or conversion as provided by Subsection (b) of Section 2.11
  of this Act or Subsection (c) of Section 2.15 of this Act.
         SECTION 73.  Section 9.06, Texas Revised Limited Partnership
  Act (Article 6132a-1, Vernon's Texas Civil Statutes), is amended to
  read as follows:
         Sec. 9.06.  CANCELLATION OF REGISTRATION. A foreign limited
  partnership may cancel its registration by paying the application
  fee and filing with the secretary of state a certificate of
  cancellation executed by a general partner, conforming to the
  requirements of Section 2.03 of this Act as if it were a domestic
  limited partnership, together with a certificate from the
  comptroller stating that all taxes administered by the comptroller
  under Title 2, Tax Code, have been paid. A cancellation does not
  terminate the authority of the secretary of state to accept service
  of process on the foreign limited partnership with respect to
  causes of action arising out of the transaction of business in
  Texas.
         SECTION 74.  Section 2.006, Business Organizations Code, is
  repealed.
         SECTION 75.  This Act takes effect September 1, 2009.
 
 
 
 
 
  ______________________________ ______________________________
     President of the Senate Speaker of the House     
 
         I hereby certify that S.B. No. 1442 passed the Senate on
  April 9, 2009, by the following vote: Yeas 31, Nays 0; and that the
  Senate concurred in House amendment on May 11, 2009, by the
  following vote: Yeas 31, Nays 0.
 
 
  ______________________________
  Secretary of the Senate    
 
         I hereby certify that S.B. No. 1442 passed the House, with
  amendment, on May 4, 2009, by the following vote: Yeas 143, Nays 0,
  one present not voting.
 
 
  ______________________________
  Chief Clerk of the House   
 
 
 
  Approved:
 
 
  ______________________________ 
              Date
 
 
  ______________________________ 
            Governor