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Texas Business Organizations Code - BUS ORG § 153.402. Standing to Bring Proceeding

Current as of April 14, 2021 | Updated by FindLaw Staff

(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:

(1) the limited partner was an equity owner of the converting entity at the time of the act or omission;  and

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

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Cite this article: FindLaw.com - Texas Business Organizations Code - BUS ORG § 153.402. Standing to Bring Proceeding - last updated April 14, 2021 | https://codes.findlaw.com/tx/business-organizations-code/bus-org-sect-153-402/

Read this complete Texas Business Organizations Code - BUS ORG § 153.402. Standing to Bring Proceeding on Westlaw

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