Tex.
Bus. Orgs. Code Section 153.402
Standing to Bring Proceeding
(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.
Source:
Section 153.402 — Standing to Bring Proceeding, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.153.htm#153.402 (accessed May 26, 2025).
