Texas Business Organizations Code 153.052 – Discretionary Amendment to Certificate of Formation
(a) A certificate of formation may be amended at any time for a proper purpose as determined by the general partners.
(b) A certificate of formation may be amended to state the name, mailing address, and street address of the business or residence of each person winding up the limited partnership‘s affairs if, after an event requiring the winding up of a limited partnership but before the limited partnership is reconstituted or a certificate of termination is filed as provided by § 11.101:
(1) the certificate of formation has been amended to reflect the withdrawal of all general partners; or
(2) a person who is not shown on the certificate of formation as a general partner is carrying out the winding up of a limited partnership’s affairs.
Terms Used In Texas Business Organizations Code 153.052
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Business: means a trade, occupation, profession, or other commercial activity. See Texas Business Organizations Code 1.002
- Certificate of formation: means :
(A) the document required to be filed with the filing officer under Chapter 3 to form a filing entity; and
(B) if appropriate, a restated certificate of formation and all amendments of an original or restated certificate of formation. See Texas Business Organizations Code 1.002 - General partner: means :
(A) each partner in a general partnership; or
(B) a person who has become, and has not ceased to be, a general partner in a limited partnership in accordance with the governing documents of the limited partnership or this code. See Texas Business Organizations Code 1.002 - Limited partnership: means a partnership that is governed as a limited partnership under Title 4 and that has one or more general partners and one or more limited partners. See Texas Business Organizations Code 1.002
- Partner: means a limited partner or general partner. See Texas Business Organizations Code 1.002
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: means an entity governed as a partnership under Title 4. See Texas Business Organizations Code 1.002
- Person: means an individual or a corporation, partnership, limited liability company, business trust, trust, association, or other organization, estate, government or governmental subdivision or agency, or other legal entity, or a protected series or registered series of a domestic limited liability company or foreign entity. See Texas Business Organizations Code 1.002
(c) If the certificate of formation is amended under Subsection (b), each person winding up the limited partnership’s affairs shall execute and file the certificate of amendment. A person winding up the partnership’s affairs is not subject to liability as a general partner because of the filing of the certificate of amendment.
(d) A general partner who is not winding up the limited partnership’s affairs is not required to execute and file a certificate of amendment as provided by this section.