Tex.
Bus. Orgs. Code Section 153.003
Applicability of Other Laws
(a)
Except as provided by Subsection (b), in a case not provided for by this chapter and the other limited partnership provisions, the provisions of Chapter 152 (General Partnerships) governing partnerships that are not limited partnerships and the rules of law and equity govern.(b)
The powers and duties of a limited partner shall not be governed by a provision of Chapter 152 (General Partnerships) that would be inconsistent with the nature and role of a limited partner as contemplated by this chapter.(c)
A limited partner shall not have any obligation or duty of a general partner solely by reason of being a limited partner.(1)
Chapter 1 (General Provisions), if the provision is used to interpret a provision or define a word or phrase contained in a section listed in this subsection;(2)
Chapter 2 (Purposes and Power of Domestic Entity), other than Section 2.104 (Power to Make Guaranties)(c)(2), 2.104 (Power to Make Guaranties)(c)(3), or 2.113 (Limitation on Powers);(3)
Chapter 3 (Limited Liability Companies), other than Subchapters C and E of that chapter and Section 3.151 (Books and Records for All Filing Entities) (provided, that in all events a partnership agreement may not validly waive or modify Section 153.551 (Records) or unreasonably restrict a partner’s or assignee’s rights under Section 153.552 (Examination of Records)); or(4)
Chapter 4 (Partnerships), 5 (Real Estate Investment Trusts), 10 (Mergers, Interest Exchanges, Conversions, and Sales of Assets), 11 (Winding up and Termination of Domestic Entity), or 12 (Administrative Powers), other than Section 11.058 (Supplemental Provision for Limited Partnership).(b)
A provision listed in Subsection (a) may be waived or modified in the partnership agreement if the provision that is waived or modified authorizes the limited partnership to waive or modify the provision in the limited partnership’s governing documents.(c)
A provision listed in Subsection (a) may be modified in the partnership agreement if the provision that is modified specifies:(1)
the person or group of persons who are entitled to approve a modification; or(2)
the vote or other method by which a modification is required to be approved.
Source:
Section 153.003 — Applicability of Other Laws, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.153.htm#153.003 (accessed Jun. 5, 2024).
