§ 153.553 — EXECUTION OF FILINGS.

Texas § 153.553

• Jurisdiction: Texas
• Code BO: Business Organizations Code

Text

Sec. 153.553. EXECUTION OF FILINGS.
(a) Except as provided by Subsection (a-1), a filing instrument required by this code to be filed by a limited partnership with the secretary of state must be signed by at least one general partner.
(a-1) The following certificates shall be executed as follows:
(1) an initial certificate of formation must be signed as provided in Section 3.004 (b)(1);
(2) a certificate of amendment or restated certificate of formation containing amendments must be signed by at least one general partner and by each other general partner designated in the certificate of amendment or the restated certificate of formation as a new general partner, unless signed and filed by a person under Section 153.052 (b) or (c), but the certificate of amendment or the restated certificate of formation need not be signed by a withdrawing general partner;
(3) a certificate of termination must be signed by all general partners participating in the winding up of the limited partnership's business or, if no general partners are winding up the limited partnership's business, by all nonpartner liquidators or, if the limited partners are winding up the limited partnership's business, by a majority-in-interest of the limited partners;
(4) a certificate of merger filed on behalf of a domestic limited partnership must be signed by at least one general partner and by each other general partner designated as a new general partner by any amendment to the certificate of formation of the limited partnership being made by the certificate of merger, but the certificate of merger need not be signed by a withdrawing general partner;
(5) a certificate of conversion or exchange filed on behalf of a domestic limited partnership must be signed by at least one general partner; and
(6) a certificate filed under Subchapter G , Chapter 10 , must be signed by the person designated by the court.
(b) Any person may sign a certificate or partnership agreement or amendment or restated certificate by an attorney in fact. A power of attorney relating to the signing of a certificate or partnership agreement or amendment or restated certificate by an attorney in fact:
(1) is not required to be sworn to, verified, or acknowledged;
(2) is not required to be filed with the secretary of state; and
(3) shall be retained with the partnership records under Sections 153.551 and 153.552 .
(c) The execution of a certificate by a general partner or the execution of a written statement by a person under Section 153.106 (2) is an oath or affirmation, under a penalty of perjury, that, to the best of the executing party's knowledge and belief, the facts stated in the certificate or statement are true.

Legislative History

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319 ), Sec. 95, eff. January 1, 2006. Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737 ), Sec. 130, eff. September 1, 2007. Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737 ), Sec. 131, eff. September 1, 2007. Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411 ), Sec. 53, eff. September 1, 2025.