Texas Business Organizations Code

§ 153.402 — STANDING TO BRING PROCEEDING

BO § 153.402Title 4. PARTNERSHIPS · Ch. 153. LIMITED PARTNERSHIPS · Art. I. DERIVATIVE ACTIONS

Statute text

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(a)Subject to Subsection (b), a limited partner may not institute or maintain a derivative proceeding unless:

(1)the limited partner:

(A)was a limited partner of the limited partnership at the time of the act or omission complained of; or

(B)became a limited partner by operation of law originating from a person that was a limited partner or general partner at the time of the act or omission complained of; and

(2)the limited partner fairly and adequately represents the interests of the limited partnership in enforcing the right of the limited partnership.

(b)If the converted entity in a conversion is a limited partnership, a limited partner of that limited partnership may not institute or maintain a derivative proceeding based on an act or omission that occurred with respect to the converting entity before the date of the conversion unless:

…

Legislative history

Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 26, eff. September 1, 2019.