Texas § 153.402 STANDING TO BRING PROCEEDING.

Texas Statutes

§ 153.402 — STANDING TO BRING PROCEEDING.

Texas § 153.402

Code BOBusiness Organizations Code

This text of Texas § 153.402 (STANDING TO BRING PROCEEDING.) is published on Counsel Stack Legal Research, covering Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Tex. Business Organizations Code Code Ann. § 153.402 (2026).

Text

Sec. 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 o

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Sec. 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.

Jonathan Shurberg as Personal Representative of the Estate of Rebecca Lord, Individually and Derivatively on Behalf of La Salle Industries, a Limited Partnership v. La Salle Industries Limited, Roy G. Martin Jr. Property Management, Inc., Roy Martin, Elizabeth Martin, Jennifer Lord, Brenda Lord, Kent Lord, Janie Martin, Mark Martin, Thomas L. Martin, and Jill Martin

(Court of Appeals of Texas, 2015)

John J. Parker Jr. v. Ohio Development, LLC

(Court of Appeals of Texas, 2024)

Legislative History

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. Amended by: Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603 ), Sec. 26, eff. September 1, 2019.