Texas Business Organizations Code

§ 153.413 — CLOSELY HELD LIMITED PARTNERSHIP

BO § 153.413Title 4. PARTNERSHIPS · Ch. 153. LIMITED PARTNERSHIPS · Art. I. DERIVATIVE ACTIONS

Statute text

(a)In this section, "closely held limited partnership" means a limited partnership that has:

(1)fewer than 35 limited partners; and

(2)no partnership interests listed on a national securities exchange or regularly quoted in an over-the-counter market by one or more members of a national securities association.

(b)Sections 153.402-153.410 do not apply to a derivative proceeding by a limited partner of a closely held limited partnership against a present or former general partner, limited partner, or officer of the limited partnership. In the event the limited partner also asserts a claim in the derivative proceeding against a person who is not a present or former general partner, limited partner, or officer, this subsection shall apply only to a claim in the derivative proceeding against a present or former general partner, limited partner, or officer.

(c)If Sections 153.402-153.410 do not apply because of Subsection (b) and if justice requires:

(1)a derivative proceeding brought by a limited partner of a closely held limited partnership may be treated by a court as a direct action brought by the limited partner for the limited partner's own benefit; and

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Legislative history

Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411), Sec. 52, eff. September 1, 2025.