Texas 2023 - 88th Regular

Texas House Bill HB4279 Compare Versions

Version 1 (Old)

Version 2 (New)

Old	New	Differences
1	1	88R19306 JES-F
2	2	By: Longoria H.B. No. 4279
3	3	Substitute the following for H.B. No. 4279:
4	4	By: González of Dallas C.S.H.B. No. 4279
5	5
6	6
7	7	A BILL TO BE ENTITLED
8	8	AN ACT
9	9	relating to business entities and nonprofit entities.
10	10	BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
11	11	SECTION 1. Sections 71.002(2) and (7), Business & Commerce
12	12	Code, are amended to read as follows:
13	13	(2) "Assumed name" means:
14	14	(A) for an individual, a name that does not
15	15	include the surname of the individual;
16	16	(B) for a partnership, a name that does not
17	17	include the surname or other legal name of each joint venturer or
18	18	general partner;
19	19	(C) for an individual or a partnership, a name,
20	20	including a surname, that suggests the existence of additional
21	21	owners by including words such as "Company," "& Company," "& Son,"
22	22	"& Sons," "& Associates," "Brothers," and similar words, but not
23	23	words that merely describe the business being conducted or the
24	24	professional service being rendered;
25	25	(D) for a limited partnership, a name other than
26	26	the name stated in its certificate of formation;
27	27	(E) for a company, a name used by the company;
28	28	(F) for a corporation, a name other than the name
29	29	stated in its certificate of formation or a comparable document;
30	30	(G) for a limited liability partnership, a name
31	31	other than the name stated in its application filed with the office
32	32	of the secretary of state or a comparable document;
33	33	(H) for a limited liability company, a name other
34	34	than the name stated in its certificate of formation or a comparable
35	35	document, including the name of any protected series of the limited
36	36	liability company established by its company agreement if the name
37	37	of the protected series does not include the name of the limited
38	38	liability company stated in the limited liability company's
39	39	certificate of formation or a comparable document; and
40	40	(I) for a registered series of a domestic limited
41	41	liability company, a name other than the name stated in its
42	42	certificate of registered series.
43	43	(7) "Office" means,[:
44	44	[(A)] for a person that is not an individual [or
45	45	that is a corporation that is not required to or does not maintain a
46	46	registered office in this state], the person's[:
47	47	[(i)] principal office in this state or
48	48	outside of this state, as applicable[; and
49	49	[(ii) principal place of business if not
50	50	the same as the person's principal office; and
51	51	[(B) for a corporation, limited partnership,
52	52	limited liability partnership, limited liability company, or
53	53	foreign filing entity that is required to maintain a registered
54	54	office in this state, the entity's:
55	55	[(i) registered office; and
56	56	[(ii) principal office if not the same as
57	57	the entity's registered office].
58	58	SECTION 2. Subchapter B, Chapter 1, Business Organizations
59	59	Code, is amended by adding Section 1.055 to read as follows:
60	60	Sec. 1.055. DOCTRINE OF INDEPENDENT LEGAL SIGNIFICANCE. An
61	61	action validly taken under a provision of this code may not be
62	62	considered invalid because the action is identical or similar in
63	63	substance to an action that could have been taken under another
64	64	provision of this code but fails to satisfy one or more requirements
65	65	prescribed by that other provision.
66	66	SECTION 3. Section 3.059(b), Business Organizations Code,
67	67	is amended to read as follows:
68	68	(b) A restated certificate of formation may omit:
69	69	(1) the name and address of each organizer other than
70	70	the name and address of each general partner of a limited
71	71	partnership or trust manager of a real estate investment trust;
72	72	[and]
73	73	(2) the initial mailing address of the filing entity;
74	74	and
75	75	(3) any other information that may be omitted under
76	76	the provisions of this code applicable to the filing entity.
77	77	SECTION 4. Section 3.203, Business Organizations Code, is
78	78	amended to read as follows:
79	79	Sec. 3.203. SIGNATURE REQUIREMENT. (a) A certificate
80	80	representing an ownership interest in [The managerial official or
81	81	officials of] a domestic entity must contain the signature or
82	82	signatures of each managerial official of the entity that is
83	83	authorized by the governing documents of the entity to sign
84	84	certificated ownership interests of the entity [must sign any
85	85	certificate representing an ownership interest in the entity].
86	86	(b) A certificated ownership interest that contains the
87	87	[manual or facsimile] signature of a person who is no longer a
88	88	managerial official of a domestic entity when the certificate is
89	89	issued may be issued by the entity in the same manner and with the
90	90	same effect as if the person had remained a managerial official.
91	91	SECTION 5. Section 3.251(3), Business Organizations Code,
92	92	is amended to read as follows:
93	93	(3) "Emergency period" means any period during which
94	94	the governing authority of a domestic entity, due to a condition
95	95	that is a part of or results from an emergency, is unable to satisfy
96	96	one or more requirements of the entity's governing documents or
97	97	this code necessary for action by vote at a meeting of the governing
98	98	authority outside of an emergency period.
99	99	SECTION 6. Section 4.005, Business Organizations Code, is
100	100	amended by adding Subsection (f) to read as follows:
101	101	(f) Subject to any qualification stated in the certificate,
102	102	a certificate issued by the secretary of state stating that a
103	103	domestic registered series is in existence may be relied on as
104	104	conclusive evidence of the existence of the domestic registered
105	105	series.
106	106	SECTION 7. Section 5.051, Business Organizations Code, is
107	107	amended to read as follows:
108	108	Sec. 5.051. ASSUMED NAME. A domestic entity, a protected
109	109	series or registered series of a domestic limited liability
110	110	company, or a foreign entity having authority to transact business
111	111	in this state may transact business under an assumed name on
112	112	compliance [by filing an assumed name certificate in accordance]
113	113	with Chapter 71, Business & Commerce Code. The requirements of this
114	114	subchapter do not apply to an assumed name set forth in an assumed
115	115	name certificate filed under that chapter.
116	116	SECTION 8. Section 6.201(b-3), Business Organizations
117	117	Code, is amended to read as follows:
118	118	(b-3) By a provision in the written consent or by a written
119	119	instruction to an agent of the filing entity, a person signing a
120	120	written consent may provide that the person's consent is to take
121	121	effect at a future time, which must be not later than the 60th day
122	122	after the date all persons entitled to vote on the action have
123	123	signed the [person's] consent or consents. The [A] person's written
124	124	consent is considered to have been given at the later of that future
125	125	effective time or a later effective time determined under
126	126	Subsection (b-1) or (b-2), so long as the person:
127	127	(1) is entitled to vote on the action subject to the
128	128	consent, which is determined as of the applicable effective time
129	129	or, if applicable, the record date established under Section 6.102;
130	130	and
131	131	(2) did not revoke the consent before the applicable
132	132	effective time.
133	133	SECTION 9. Sections 6.202(b) and (c-3), Business
134	134	Organizations Code, are amended to read as follows:
135	135	(b) Except as provided by this code, the certificate of
136	136	formation of a filing entity may authorize the owners or members of
137	137	the entity to take action without holding a meeting, providing
138	138	prior notice, or taking a vote if owners or members of the entity
139	139	having at least the minimum number of votes that would be necessary
140	140	to take the action that is the subject of the consent at a meeting,
141	141	in which each owner or member entitled to vote on the action is
142	142	present and votes, sign a written consent or consents stating the
143	143	action taken.
144	144	(c-3) If two or more of the written consents described by
145	145	Subsection (c-2) have different future effective times, the latest
146	146	future effective time of those consents applies to all of the
147	147	consents. The written consent or consents are considered to have
148	148	been given for purposes of this section at the applicable effective
149	149	time so long as owners or members satisfying the minimum
150	150	requirements in Subsection (b):
151	151	(1) are determined to be owners or members, as
152	152	applicable, as of:
153	153	(A) that effective time; or
154	154	(B) if applicable, the record date established
155	155	under Section 6.102; and
156	156	(2) have signed and not revoked the [the owner's or
157	157	member's] consent or consents at any time before the applicable
158	158	effective time of the consent or consents.
159	159	SECTION 10. Section 10.151(a), Business Organizations
160	160	Code, is amended to read as follows:
161	161	(a) A [After approval of a plan of merger or a plan of
162	162	exchange as provided by this code, a] certificate of merger, which
163	163	may also include an exchange, or a certificate of exchange, as
164	164	applicable, must be filed for a merger or interest exchange to
165	165	become effective if:
166	166	(1) for a merger:
167	167	(A) any domestic entity that is a party to the
168	168	merger is a filing entity; or
169	169	(B) any domestic entity to be created under the
170	170	plan of merger is a filing entity; or
171	171	(2) for an exchange, an ownership or membership
172	172	interest in any filing entity is to be acquired in the interest
173	173	exchange.
174	174	SECTION 11. Section 10.154(a), Business Organizations
175	175	Code, is amended to read as follows:
176	176	(a) A [After approval of a plan of conversion as provided by
177	177	this code, a] certificate of conversion must be filed for the
178	178	conversion to become effective if:
179	179	(1) any domestic entity that is a party to the
180	180	conversion is a filing entity; or
181	181	(2) any domestic entity to be created under the plan of
182	182	conversion is a filing entity.
183	183	SECTION 12. Section 10.355(c), Business Organizations
184	184	Code, is amended to read as follows:
185	185	(c) A notice required to be provided under Subsection (a),
186	186	(b), or (b-1) must:
187	187	(1) be accompanied by:
188	188	(A) a copy of this subchapter; or
189	189	(B) information directing the owner to a publicly
190	190	available electronic resource at which this subchapter may be
191	191	accessed without subscription or cost; and
192	192	(2) advise the owner of the location of the
193	193	responsible organization's principal executive offices to which a
194	194	notice required under Section 10.356(b)(1) or a demand under
195	195	Section 10.356(b)(3), or both, may be provided.
196	196	SECTION 13. Section 10.364(d), Business Organizations
197	197	Code, is amended to read as follows:
198	198	(d) The responsible organization shall[:
199	199	[(1) immediately] pay the amount of the judgment to
200	200	the [a] holder of the [an uncertificated] ownership interest on the
201	201	terms and conditions ordered by the court[; and
202	202	[(2) pay the amount of the judgment to a holder of a
203	203	certificated ownership interest immediately after the certificate
204	204	holder surrenders to the responsible organization an endorsed
205	205	certificate representing the ownership interest].
206	206	SECTION 14. Section 11.056, Business Organizations Code, is
207	207	amended by amending Subsection (a) and adding Subsection (c) to
208	208	read as follows:
209	209	(a) The termination of the continued membership of the last
210	210	remaining member of a domestic limited liability company is an
211	211	event requiring winding up under Section 11.051(4) unless, not
212	212	later than one year [the 90th day] after the date of the termination
213	213	or within the period of time provided by the company agreement:
214	214	(1) [,] the legal representative or successor of the
215	215	last remaining member agrees:
216	216	(A) [(1)] to continue the company; and
217	217	(B) [(2)] to become a member of the company
218	218	effective as of the date of the termination or to designate another
219	219	person who agrees to become a member of the company effective as of
220	220	the date of the termination; or
221	221	(2) a member is admitted to the company in the manner
222	222	provided by the company agreement, effective as of the occurrence
223	223	of the termination, under a provision of the company agreement that
224	224	specifically provides for the admission of a member to the company
225	225	after there is no longer a remaining member of the company.
226	226	(c) The company agreement may provide that the legal
227	227	representative or successor of the last remaining member is
228	228	obligated to agree to continue the company and to the admission of
229	229	the legal representative or successor, or the representative's or
230	230	successor's nominee or designee, as a member effective as of the
231	231	occurrence of the event that terminates the continued membership of
232	232	the last remaining member.
233	233	SECTION 15. Sections 11.202(a) and (c), Business
234	234	Organizations Code, are amended to read as follows:
235	235	(a) To the extent applicable, a terminated entity, to be
236	236	reinstated, must complete the requirements of this section [not
237	237	later than the third anniversary of the date the termination of the
238	238	terminated entity's existence took effect].
239	239	(c) After approval of the reinstatement of a filing entity
240	240	that was terminated, [and not later than the third anniversary of
241	241	the date of the filing of the entity's certificate of termination,]
242	242	the filing entity shall file a certificate of reinstatement in
243	243	accordance with Chapter 4.
244	244	SECTION 16. Section 11.253, Business Organizations Code, is
245	245	amended by adding Subsection (e) to read as follows:
246	246	(e) The reinstatement of a terminated limited liability
247	247	company automatically reinstates any protected series or
248	248	registered series that terminated because of the termination of the
249	249	company.
250	250	SECTION 17. Section 11.254, Business Organizations Code, is
251	251	amended by adding Subsection (c) to read as follows:
252	252	(c) The reinstatement of a limited liability company's
253	253	certificate of formation after its forfeiture automatically
254	254	reinstates any protected series or registered series that
255	255	terminated because of the forfeiture.
256	256	SECTION 18. Subchapter F, Chapter 11, Business
257	257	Organizations Code, is amended by adding Section 11.255 to read as
258	258	follows:
259	259	Sec. 11.255. REINSTATEMENT OF CERTIFICATE OF FORMATION
260	260	FOLLOWING FAILURE TO REVIVE; REINSTATEMENT RETROACTIVE. (a) A
261	261	nonprofit corporation whose certificate of formation has been
262	262	terminated under Section 22.364 must follow the procedure required
263	263	by Section 22.365 to reinstate the nonprofit corporation's
264	264	certificate of formation. A nonprofit corporation whose
265	265	certificate of formation is reinstated under Section 22.365 is
266	266	considered to have continued in existence without interruption from
267	267	the date of termination.
268	268	(b) A limited partnership whose certificate of formation
269	269	has been terminated under Section 153.311 must follow the procedure
270	270	required by Section 153.312 to reinstate the limited partnership's
271	271	certificate of formation. A limited partnership whose certificate
272	272	of formation is reinstated under Section 153.312 is considered to
273	273	have continued in existence without interruption from the date of
274	274	termination.
275	275	SECTION 19. Sections 11.356(a) and (b), Business
276	276	Organizations Code, are amended to read as follows:
277	277	(a) Notwithstanding the termination of a domestic filing
278	278	entity under this code or the Tax Code [chapter], the terminated
279	279	filing entity continues in existence until the third anniversary of
280	280	the effective date of the entity's termination only for purposes
281	281	of:
282	282	(1) prosecuting or defending in the terminated filing
283	283	entity's name an action or proceeding brought by or against the
284	284	terminated entity;
285	285	(2) permitting the survival of an existing claim by or
286	286	against the terminated filing entity;
287	287	(3) holding title to and liquidating property that
288	288	remained with the terminated filing entity at the time of
289	289	termination or property that is collected by the terminated filing
290	290	entity after termination;
291	291	(4) applying or distributing property, or its
292	292	proceeds, as provided by Section 11.053; and
293	293	(5) settling affairs not completed before
294	294	termination.
295	295	(b) A terminated filing entity may not continue its
296	296	existence for the purpose of continuing the business or affairs for
297	297	which the terminated filing entity was formed unless the terminated
298	298	filing entity is reinstated under this code or the Tax Code
299	299	[Subchapter E].
300	300	SECTION 20. Section 11.359(c), Business Organizations
301	301	Code, is amended to read as follows:
302	302	(c) Notwithstanding Subsections (a) and (b), the
303	303	extinguishment of an existing claim with respect to a terminated
304	304	filing entity as provided by this section is nullified if:
305	305	(1) the filing entity's termination is revoked with
306	306	retroactive effect under Section 11.153;
307	307	(2) the terminated filing entity is reinstated with
308	308	retroactive effect as provided by Section 11.206;
309	309	(3) the terminated filing entity is reinstated with
310	310	retroactive effect as provided by Section 11.253(d); [or]
311	311	(4) the terminated filing entity's certificate of
312	312	formation is reinstated under the Tax Code with retroactive effect
313	313	as provided by Section 11.254;
314	314	(5) the terminated filing entity's certificate of
315	315	formation is reinstated under Chapter 22 with retroactive effect as
316	316	provided by Section 11.255(a); or
317	317	(6) the terminated filing entity's certificate of
318	318	formation is reinstated under Chapter 153 with retroactive effect
319	319	as provided by Section 11.255(b).
320	320	SECTION 21. Section 20.002(c), Business Organizations
321	321	Code, is amended to read as follows:
322	322	(c) The fact that an act or transfer is beyond the scope of
323	323	the expressed purpose or purposes of the corporation or is
324	324	inconsistent with an expressed limitation on the authority of an
325	325	officer or director may be asserted in a proceeding:
326	326	(1) by a shareholder or member against the corporation
327	327	to enjoin the performance of an act or the transfer of property by
328	328	or to the corporation;
329	329	(2) by the corporation, acting directly or through a
330	330	receiver, trustee, or other legal representative, or through
331	331	members or shareholders in a representative suit, against an
332	332	officer or director or former officer or director of the
333	333	corporation for exceeding that person's authority; or
334	334	(3) by the attorney general to:
335	335	(A) terminate the corporation;
336	336	(B) enjoin the corporation from performing an
337	337	unauthorized act; or
338	338	(C) enforce divestment of real property acquired
339	339	or held contrary to the laws of this state.
340	340	SECTION 22. Section 21.157, Business Organizations Code, is
341	341	amended by amending Subsections (a) and (d) and adding Subsections
342	342	(e), (f), and (g) to read as follows:
343	343	(a) Except as provided by Section 21.158, a corporation may
344	344	issue shares for consideration if authorized by the board of
345	345	directors of the corporation. Shares may be issued in one or more
346	346	transactions in the number, at the time, and for the consideration
347	347	stated in or determined by the authorization of the board of
348	348	directors.
349	349	(d) An authorization of the board of directors may delegate
350	350	to a person or persons, in addition to the board of directors, the
351	351	authority to enter into one or more transactions to issue shares.
352	352	With respect to a transaction entered into by a person or persons to
353	353	whom authority was delegated under this subsection, shares may be
354	354	issued in the number, at the time, and for the consideration the
355	355	person or persons may determine [The authorization by the board of
356	356	directors for the issuance of shares may provide that any shares to
357	357	be issued under the authorization may be issued:
358	358	[(1) in one or more transactions in the numbers and at
359	359	the times as stated in or determined by the authorization; or
360	360	[(2) in the manner stated in the authorization, which
361	361	may include a determination or action by any person or persons,
362	362	including the corporation,] if that [the] authorization of the
363	363	board of directors:
364	364	(1) states:
365	365	(A) the maximum number of shares that may be
366	366	issued under the authorization;
367	367	(B) the period of time during which the shares
368	368	may be issued; and
369	369	(C) the minimum amount of consideration for which
370	370	the shares may be issued; and
371	371	(2) does not permit the person or persons to whom
372	372	authority was delegated to issue shares to that person or those
373	373	persons.
374	374	(e) A provision of an authorization provided under
375	375	Subsection (a) or (d) may depend on a fact ascertainable outside of
376	376	the authorization, if the manner in which the fact operates on the
377	377	authorization is clearly and expressly included in the
378	378	authorization. In this subsection, "fact" includes the occurrence
379	379	of any event, including a determination or action by any person or
380	380	persons.
381	381	(f) If the authorization of the board of directors delegates
382	382	to a person or persons the authority to enter into a transaction to
383	383	issue shares under Subsection (d), the provisions of the
384	384	authorization under Subsection (d)(1) may not depend on a
385	385	determination or action by the person or persons to whom authority
386	386	was delegated.
387	387	(g) In this section and notwithstanding Section 1.002,
388	388	"person" includes a committee of the board of directors.
389	389	SECTION 23. Section 21.160(a), Business Organizations
390	390	Code, is amended to read as follows:
391	391	(a) Subject to Subsection (b) and Section 21.157,
392	392	consideration to be received for shares must be determined:
393	393	(1) by the board of directors;
394	394	(2) by a plan of conversion, if the shares are to be
395	395	issued by a converted corporation under the plan; or
396	396	(3) by a plan of merger, if the shares are to be issued
397	397	under the plan by a corporation created under the plan.
398	398	SECTION 24. Section 21.168, Business Organizations Code, is
399	399	amended by amending Subsections (c) and (d) and adding Subsections
400	400	(e), (f), (g), and (h) to read as follows:
401	401	(c) Subject to the certificate of formation, a right or
402	402	option described by this section must state the terms and
403	403	conditions on which, the time within which, and any consideration,
404	404	including a formula by which the consideration may be determined,
405	405	for which the shares may be purchased or received from the
406	406	corporation on the exercise of the right or option. [A formula by
407	407	which the consideration may be determined may include or be made
408	408	dependent on facts ascertainable outside the formula, if the manner
409	409	in which those facts operate on the formula is clearly or expressly
410	410	set forth in the formula or in the authorization approving the
411	411	formula.]
412	412	(d) Subject to the certificate of formation, convertible
413	413	indebtedness described by this section must state the terms and
414	414	conditions on which, the time within which, and the conversion
415	415	ratio, which may be stated as a formula by which the conversion
416	416	ratio may be determined, at which the indebtedness may be converted
417	417	into shares. The formula may include or be made dependent on facts
418	418	ascertainable outside the formula, if the manner in which those
419	419	facts operate on the formula is clearly or expressly provided by the
420	420	formula or in the authorization approving the formula.
421	421	(e) An authorization of the board of directors may delegate
422	422	to a person or persons, in addition to the board of directors, the
423	423	authority to enter into one or more transactions to issue rights or
424	424	options. For a transaction entered into by a person or persons to
425	425	whom authority was delegated under this subsection, the rights or
426	426	options may be issued in the number, at the time, and for the
427	427	consideration as the person or persons may determine if that
428	428	authorization of the board of directors:
429	429	(1) states:
430	430	(A) the maximum number of rights or options, and
431	431	the maximum number of shares issuable on exercise of those rights or
432	432	options, that may be issued under the authorization;
433	433	(B) the period of time during which the rights or
434	434	options, and the shares issuable on exercise of those rights or
435	435	options, may be issued; and
436	436	(C) the minimum amount of consideration:
437	437	(i) if any, for which the rights or options
438	438	may be issued; and
439	439	(ii) for the shares issuable on exercise of
440	440	the rights or options; and
441	441	(2) does not permit the person or persons to whom
442	442	authority was delegated to issue rights, options, or shares to that
443	443	person or those persons.
444	444	(f) A provision of a right or option or an authorization of a
445	445	right or option under this section may depend on a fact
446	446	ascertainable outside of the right, option, or authorization, if
447	447	the manner in which the fact operates on the right, option, or
448	448	authorization is clearly and expressly set forth in the right,
449	449	option, or authorization. In this subsection, "fact" includes the
450	450	occurrence of any event, including a determination or action by any
451	451	person or persons.
452	452	(g) If the authorization of the board of directors delegates
453	453	to a person or persons the authority to enter into a transaction to
454	454	issue rights or options under Subsection (e), the provisions of the
455	455	authorization under Subsection (e)(1) may not depend on a
456	456	determination or action by the person or persons to whom authority
457	457	was delegated.
458	458	(h) In this section and notwithstanding Section 1.002,
459	459	"person" includes a committee of the board of directors.
460	460	SECTION 25. Section 21.169(c), Business Organizations
461	461	Code, is amended to read as follows:
462	462	(c) Except as provided by Section 21.168, unless [Unless]
463	463	otherwise provided under the terms of rights or options or the
464	464	agreement or plan under which the rights or options are issued, the
465	465	authority to grant, amend, redeem, extend, or replace the rights or
466	466	options on behalf of a corporation is vested exclusively in the
467	467	board of directors of the corporation. A bylaw may not require the
468	468	board to grant, amend, redeem, extend, or replace the rights or
469	469	options.
470	470	SECTION 26. Section 21.218, Business Organizations Code, is
471	471	amended by amending Subsections (b) and (c) and adding Subsection
472	472	(b-1) to read as follows:
473	473	(b) On written demand stating a proper purpose, a holder of
474	474	shares of a corporation for at least six months immediately
475	475	preceding the holder's demand, or a holder of at least five percent
476	476	of all of the outstanding shares of a corporation, is entitled to
477	477	examine and copy, at a reasonable time at the corporation's
478	478	principal place of business or other location approved by the
479	479	corporation and the holder, the corporation's books, records of
480	480	account, minutes, [and] share transfer records, and other records,
481	481	whether in written or other tangible form, if the record is
482	482	reasonably related to and appropriate to examine and copy for that
483	483	proper [relating to the stated] purpose.
484	484	(b-1) The examination and copying may be conducted by the
485	485	holder of shares [in person] or through an agent, accountant, or
486	486	attorney. An agent, accountant, or attorney who conducts an
487	487	examination and copying under this section is subject to any
488	488	obligations of the shareholder with respect to the records made
489	489	available for examination and copying.
490	490	(c) This section does not impair the power of a court, on the
491	491	presentation of proof of proper purpose by a beneficial or record
492	492	holder of shares, to compel the production for examination by the
493	493	holder, at the holder's cost, of the books and records of account
494	494	[accounts], minutes, [and] share transfer records, and other
495	495	records, whether in written or other tangible form, of a
496	496	corporation, regardless of the period during which the holder was a
497	497	beneficial holder or record holder and regardless of the number of
498	498	shares held by the person.
499	499	SECTION 27. Section 21.220, Business Organizations Code, is
500	500	amended to read as follows:
501	501	Sec. 21.220. PENALTY FOR FAILURE TO PREPARE VOTING LIST. An
502	502	officer or agent of a corporation who is in charge of the
503	503	corporation's share transfer records and who does not prepare the
504	504	list of shareholders, keep the list on file for a 10-day period
505	505	before the annual meeting, or [produce and] keep the list available
506	506	for inspection [at the annual meeting] as required by Sections
507	507	21.354 and 21.372 is liable to a shareholder who suffers damages
508	508	because of the failure for the damage caused by the failure.
509	509	SECTION 28. Section 21.354(a), Business Organizations
510	510	Code, is amended to read as follows:
511	511	(a) The list of shareholders entitled to vote at the meeting
512	512	prepared under Section 21.372 shall be[:
513	513	[(1)] subject to inspection by a shareholder during
514	514	regular business hours[; and
515	515	[(2) produced and kept open at the meeting].
516	516	SECTION 29. Section 21.372(a-1), Business Organizations
517	517	Code, is amended to read as follows:
518	518	(a-1) Instead of being kept on file, the list required by
519	519	Subsection (a) may be kept on a reasonably accessible electronic
520	520	data system if the information required to gain access to the list
521	521	is provided with notice of the meeting. Section 21.353(c)[,
522	522	Section 21.354(a-1),] and this subsection may not be construed to
523	523	require a corporation to include any electronic contact information
524	524	of a shareholder on the list. A corporation that elects to make the
525	525	list available on an electronic data system must take reasonable
526	526	measures to ensure the information is available only to
527	527	shareholders of the corporation.
528	528	SECTION 30. Section 22.220, Business Organizations Code, is
529	529	amended by amending Subsection (a) and adding Subsection (c) to
530	530	read as follows:
531	531	(a) The certificate of formation or bylaws of a corporation
532	532	may provide that an action required by this chapter to be taken at a
533	533	meeting of the corporation's directors or an action that may be
534	534	taken at a meeting of the directors or a committee may be taken
535	535	without holding a meeting, providing prior notice, or taking a vote
536	536	if a written consent, stating the action to be taken, is signed by
537	537	the number of directors or committee members necessary to take that
538	538	action at a meeting at which all of the directors or committee
539	539	members are present and voting. The consent must state the date of
540	540	each director's or committee member's signature.
541	541	(c) Notwithstanding a provision of this code, advance
542	542	notice is not required to be given to take an action by written
543	543	consent as provided by this section.
544	544	SECTION 31. Section 22.230(e), Business Organizations
545	545	Code, is amended to read as follows:
546	546	(e) If at least one of the conditions of Subsection (b) is
547	547	satisfied, neither the corporation nor any of the corporation's
548	548	members [shareholders] will have a cause of action against any of
549	549	the persons described by Subsection (a) for breach of duty with
550	550	respect to the making, authorization, or performance of the
551	551	contract or transaction because the person had the relationship or
552	552	interest described by Subsection (a) or took any of the actions
553	553	authorized by Subsection (d).
554	554	SECTION 32. Section 101.001(1), Business Organizations
555	555	Code, is amended to read as follows:
556	556	(1) "Company agreement" means any agreement, written,
557	557	implied, or oral, of the members concerning the affairs or the
558	558	conduct of the business of a limited liability company. A company
559	559	agreement of a limited liability company having only one member is
560	560	not unenforceable because only one person is a party to the company
561	561	agreement. A written company agreement may consist of one or more
562	562	agreements, instruments, or other writings and may include or
563	563	incorporate one or more schedules, supplements, or other writings
564	564	providing for the conduct of the business and affairs of the limited
565	565	liability company or of a series of the limited liability company.
566	566	SECTION 33. Section 101.051, Business Organizations Code,
567	567	is amended to read as follows:
568	568	Sec. 101.051. CERTAIN PROVISIONS CONTAINED IN CERTIFICATE
569	569	OF FORMATION. (a) A provision that may be included [contained] in
570	570	the company agreement of a limited liability company may
571	571	[alternatively] be included in the certificate of formation of the
572	572	company as provided by Section 3.005(b).
573	573	(b) A reference in this title to the company agreement of a
574	574	limited liability company includes any provision contained in the
575	575	company's certificate of formation to the extent that the provision
576	576	reflects the agreement of each member concerning the affairs or the
577	577	conduct of the business of the limited liability company [instead
578	578	of the company agreement as provided by Subsection (a)].
579	579	SECTION 34. Section 101.052, Business Organizations Code,
580	580	is amended by amending Subsection (f) and adding Subsection (g) to
581	581	read as follows:
582	582	(f) A company agreement is enforceable by or against the
583	583	limited liability company, including a protected series or
584	584	registered series of the company, regardless of whether the
585	585	company, or the protected series or registered series of the
586	586	company, has signed or otherwise expressly adopted the agreement.
587	587	(g) A member or manager of a limited liability company, or
588	588	an assignee of a membership interest of a limited liability
589	589	company, is bound by the company agreement, regardless of whether
590	590	the member, manager, or assignee signs the company agreement.
591	591	SECTION 35. Sections 101.054(a) and (e), Business
592	592	Organizations Code, are amended to read as follows:
593	593	(a) Except as provided by this section, the following
594	594	provisions may not be waived or modified in the company agreement of
595	595	a limited liability company:
596	596	(1) this section;
597	597	(2) Section 101.101, 101.151, 101.206, 101.501, or
598	598	Subchapter M of Chapter 101, except that Sections 101.601(d),
599	599	101.610, 101.611, 101.613(a), 101.616(2)(A) through (D), 101.618,
600	600	or 101.619(b) may be waived or modified in the company agreement;
601	601	(3) Chapter 1, if the provision is used to interpret a
602	602	provision or define a word or phrase contained in a section listed
603	603	in this subsection;
604	604	(4) Chapter 2, except that Section 2.104(c)(2),
605	605	2.104(c)(3), or 2.113 may be waived or modified in the company
606	606	agreement;
607	607	(5) Chapter 3, except that Subchapters C and E may be
608	608	waived or modified in the company agreement; or
609	609	(6) Chapter 4, 5, 10, 11, or 12[, other than Section
610	610	11.056].
611	611	(e) The company agreement may not unreasonably restrict a
612	612	member's or assignee's rights [person's right of access to records
613	613	and information] under Section 101.502.
614	614	SECTION 36. Subchapter B, Chapter 101, Business
615	615	Organizations Code, is amended by adding Section 101.056 to read as
616	616	follows:
617	617	Sec. 101.056. RATIFICATION OF VOID OR VOIDABLE ACTS OR
618	618	TRANSACTIONS. (a) Any act or transaction taken by or with respect
619	619	to a limited liability company under this code or a company
620	620	agreement that is void or voidable when taken may be ratified, and
621	621	the failure to comply with any requirements of the company
622	622	agreement which caused the act or transaction to be void or voidable
623	623	may be waived, in accordance with this section.
624	624	(b) An act or transaction may be ratified or waived, as
625	625	applicable, with the approval of the members, managers, or other
626	626	persons whose approval would be required under the company
627	627	agreement at the time of the ratification or waiver:
628	628	(1) for the void or voidable act or transaction to be
629	629	validly taken; or
630	630	(2) to amend the company agreement in a manner that
631	631	would permit the void or voidable act or transaction to be validly
632	632	taken.
633	633	(c) If the void or voidable act or transaction was the
634	634	issuance or assignment of any membership interests, the membership
635	635	interests purportedly issued or assigned are deemed to have not
636	636	been issued or assigned for purposes of determining whether the
637	637	void or voidable act or transaction is ratified or waived under this
638	638	section.
639	639	(d) Any act or transaction ratified or waived under this
640	640	section is deemed validly taken at the time the act or transaction
641	641	occurred.
642	642	(e) This section may not be construed to limit the
643	643	accomplishment of a ratification or waiver of a void or voidable act
644	644	or transaction by other lawful means.
645	645	SECTION 37. Section 101.206(e), Business Organizations
646	646	Code, is amended to read as follows:
647	647	(e) This section may not be construed to affect the
648	648	obligation of a member of a limited liability company to return a
649	649	distribution to the company under the company agreement, another
650	650	agreement, or other state or federal law.
651	651	SECTION 38. Section 101.252, Business Organizations Code,
652	652	is amended to read as follows:
653	653	Sec. 101.252. MANAGEMENT BY GOVERNING AUTHORITY. The
654	654	governing authority of a limited liability company shall direct the
655	655	management of [manage] the business and affairs of the company and
656	656	exercise or authorize the exercise of the powers of the company as
657	657	provided by:
658	658	(1) the company agreement; and
659	659	(2) this title and the provisions of Title 1
660	660	applicable to a limited liability company to the extent that the
661	661	company agreement does not provide for the management of the
662	662	company.
663	663	SECTION 39. Section 101.358(b), Business Organizations
664	664	Code, is amended to read as follows:
665	665	(b) Notwithstanding Sections 6.201 and 6.202, an action may
666	666	be taken without holding a meeting, providing prior or subsequent
667	667	notice, or taking a vote if a written consent or consents stating
668	668	the action to be taken is signed by the number of governing persons,
669	669	members, or committee members of a limited liability company, as
670	670	appropriate, necessary to have at least the minimum number of votes
671	671	that would be necessary to take the action at a meeting at which
672	672	each governing person, member, or committee member, as appropriate,
673	673	entitled to vote on the action is present and votes.
674	674	SECTION 40. Section 101.457, Business Organizations Code,
675	675	is amended to read as follows:
676	676	Sec. 101.457. TOLLING OF STATUTE OF LIMITATIONS. A written
677	677	demand filed with the limited liability company under Section
678	678	101.453 tolls the statute of limitations on the claim on which
679	679	demand is made until the later of:
680	680	(1) the 31st day after the expiration of any waiting
681	681	period under Section 101.453 [101.453(a)]; or
682	682	(2) the 31st day after the expiration of any stay
683	683	granted under Section 101.455, including all continuations of the
684	684	stay.
685	685	SECTION 41. Section 101.502, Business Organizations Code,
686	686	is amended to read as follows:
687	687	Sec. 101.502. RIGHT TO EXAMINE RECORDS [AND CERTAIN OTHER
688	688	INFORMATION]. (a) A member of a limited liability company or an
689	689	assignee of a membership interest in a limited liability company,
690	690	[or a representative of the member or assignee,] on written demand
691	691	stating [request and for] a proper purpose, is entitled to [may]
692	692	examine and copy at a [any] reasonable time at the limited liability
693	693	company's principal office identified under Section 101.501(c) or
694	694	another location approved by the limited liability company and the
695	695	member or assignee, any records of the limited liability company,
696	696	whether in written or other tangible form, which are reasonably
697	697	related to and appropriate to examine and copy for that proper
698	698	purpose [and at the member's or assignee's expense:
699	699	[(1) records required under Sections 3.151 and
700	700	101.501; and
701	701	[(2) other information regarding the business,
702	702	affairs, and financial condition of the company that is reasonable
703	703	for the person to examine and copy].
704	704	(b) The examination and copying under Subsection (a) may be
705	705	conducted [A limited liability company shall provide to a member of
706	706	the company or an assignee of a membership interest in the company,
707	707	on written request] by the member or assignee or through an agent,
708	708	accountant, or attorney. An agent, accountant, or attorney who
709	709	conducts an examination and copying under this section is subject
710	710	to any obligations of the member or assignee with respect to the
711	711	records made available for examination and copying. [sent to the
712	712	company's principal office in the United States or, if different,
713	713	the person and address designated in the company agreement, a free
714	714	copy of:]
715	715	(c) On written request of a member or an assignee of a
716	716	membership interest, the limited liability company shall provide to
717	717	the requesting member or assignee without charge copies of:
718	718	(1) the company's certificate of formation, including
719	719	any amendments to or restatements of the certificate of formation;
720	720	(2) if in writing, the company agreement, including
721	721	any amendments to or restatements of the company agreement; and
722	722	(3) any tax returns described by Section
723	723	101.501(a)(2).
724	724	(d) A demand or request made by a member or assignee under
725	725	Subsection (a) or (c) must be made to:
726	726	(1) the person who is designated to receive the demand
727	727	or request in the company agreement at the address designated in the
728	728	company agreement; or
729	729	(2) if there is no designation, a manager or managing
730	730	member at the limited liability company's principal office in the
731	731	United States.
732	732	SECTION 42. Section 101.601(c), Business Organizations
733	733	Code, is amended to read as follows:
734	734	(c) Nothing in this subchapter shall be construed to limit
735	735	the application of the principle of freedom of [to] contract to a
736	736	series that is not a protected series or a registered series.
737	737	Except as otherwise provided by Sections 101.627 through 101.636, a
738	738	series may not merge or convert.
739	739	SECTION 43. Section 101.623(b), Business Organizations
740	740	Code, is amended to read as follows:
741	741	(b) A certificate of registered series must state:
742	742	(1) the name of the limited liability company;
743	743	(2) the name of the registered series being formed,
744	744	which must conform with the requirements of Section 5.0561
745	745	[5.056(c)]; and
746	746	(3) if the registered series is formed under a plan of
747	747	conversion or merger, a statement to that effect.
748	748	SECTION 44. Section 101.624(d), Business Organizations
749	749	Code, is amended to read as follows:
750	750	(d) A manager associated with a registered series or, if
751	751	there is no manager, any member associated with the registered
752	752	series who becomes aware that any statement in a certificate of
753	753	registered series filed with respect to the registered series was
754	754	false when made, or that any provision in the certificate of
755	755	registered series has changed making the certificate of registered
756	756	series false in any material respect, or that the name of the
757	757	registered series does not comply with Section 101.626, shall
758	758	promptly amend the certificate of registered series.
759	759	SECTION 45. Section 101.625(b), Business Organizations
760	760	Code, is amended to read as follows:
761	761	(b) The certificate of termination must contain:
762	762	(1) the name of the limited liability company;
763	763	(2) the name of the registered series;
764	764	(3) the registered series' filing number assigned by
765	765	the secretary of state;
766	766	(4) the nature of the event requiring winding up of the
767	767	registered series;
768	768	(5) a statement that the registered series has
769	769	complied with the provisions of this code governing the series'
770	770	winding up; and
771	771	(6) any other information the person filing the
772	772	certificate of termination determines.
773	773	SECTION 46. Section 101.627(a), Business Organizations
774	774	Code, is amended to read as follows:
775	775	(a) Upon compliance with Section 101.628, a registered
776	776	series of a domestic limited liability company may convert to a
777	777	protected series of the domestic limited liability company by
778	778	filing a certificate of conversion that complies with Section
779	779	101.631 with the secretary of state in accordance with[,] and
780	780	taking effect as a filing instrument as specified[,] by Chapter 4.
781	781	SECTION 47. Section 101.628(g), Business Organizations
782	782	Code, is amended to read as follows:
783	783	(g) Any of the terms of the plan of conversion may be made
784	784	dependent on a fact ascertainable outside of the plan if the manner
785	785	in which the fact [those facts] will operate on the terms of the
786	786	conversion is clearly and expressly stated in the plan. In this
787	787	subsection, "fact" ["facts"] includes the occurrence of any event,
788	788	including a determination or action by any person.
789	789	SECTION 48. Section 101.631(a), Business Organizations
790	790	Code, is amended to read as follows:
791	791	(a) A [After adoption of a plan of conversion as provided by
792	792	Section 101.628, a] certificate of conversion must be signed by the
793	793	converting series and must include a statement certifying the
794	794	following:
795	795	(1) the name of the limited liability company and, if
796	796	it has been changed, the name under which the company's certificate
797	797	of formation was originally filed;
798	798	(2) the filing number of the limited liability company
799	799	assigned by the secretary of state;
800	800	(3) the name of the converting series and, if it is a
801	801	registered series and its name has been changed, the name under
802	802	which its certificate of registered series was originally filed;
803	803	(4) if the converting series is a registered series,
804	804	the filing number of the registered series assigned by the
805	805	secretary of state;
806	806	(5) that a plan of conversion is on file at the
807	807	principal place of business of the converting series, and the
808	808	address of the principal place of business;
809	809	(6) that a plan of conversion will be on file after the
810	810	conversion at the principal place of business of the converted
811	811	series, and the address of the principal place of business;
812	812	(7) that a copy of the plan of conversion will be on
813	813	written request furnished without cost by the converting series
814	814	before the conversion or by the converted series after the
815	815	conversion to any owner or member of the converting series or the
816	816	converted series; and
817	817	(8) that the plan of conversion has been adopted as
818	818	required by the company agreement of the limited liability company
819	819	and Section 101.628.
820	820	SECTION 49. Section 101.633(a)(1), Business Organizations
821	821	Code, is amended to read as follows:
822	822	(1) "Merger" means:
823	823	(A) the division of a merging series into:
824	824	(i) two or more new protected series or
825	825	[and] registered series; or
826	826	(ii) a surviving merging series and one or
827	827	more new protected series or registered series; or
828	828	(B) the combination of one or more merging series
829	829	with one or more merging series resulting in:
830	830	(i) one or more surviving merging series;
831	831	(ii) the creation of one or more new
832	832	protected series or registered series; or
833	833	(iii) one or more surviving merging series
834	834	and the creation of one or more new protected series or registered
835	835	series.
836	836	SECTION 50. Sections 101.633(b) and (e), Business
837	837	Organizations Code, are amended to read as follows:
838	838	(b) One or more merging series of the same limited liability
839	839	company may effect [affect] a merger as provided by a plan of merger
840	840	that is approved in accordance with this section and that complies
841	841	with Sections 101.634 through 101.636. The plan of merger shall
842	842	provide for one or more surviving or new protected series or
843	843	registered series of the same limited liability company.
844	844	(e) An item required by Subsection [Subsections] (d)(6),
845	845	(7), or [and] (8) may be included in the plan of merger by an
846	846	attachment or exhibit to the plan.
847	847	SECTION 51. Sections 101.634(a), (d), and (e), Business
848	848	Organizations Code, are amended to read as follows:
849	849	(a) If [After approval of a plan of merger as provided by
850	850	Section 101.633, if] a registered series is a party to the merger or
851	851	if a new registered series is to be created by the merger, a
852	852	certificate of merger must be signed by each merging series that is
853	853	a party to the merger and must include a statement certifying the
854	854	following:
855	855	(1) the name of each merging series that is a party to
856	856	the merger and the name of the limited liability company that formed
857	857	that merging series;
858	858	(2) that a plan of merger has been approved and
859	859	executed by or on behalf of each merging series that is to merge;
860	860	(3) the name of each merging series that survives the
861	861	merger and each new registered series or protected series that is
862	862	created by the merger;
863	863	(4) any amendment to the certificate of registered
864	864	series of any registered series that is a surviving merging series,
865	865	including a change in the name of the surviving registered series,
866	866	to be effected by the merger or a statement that amendments are
867	867	being made to the certificate of registered series of any
868	868	registered series that is a surviving merging series under a
869	869	certificate of amendment attached to the certificate of merger
870	870	under Subsection (d);
871	871	(5) the certificate of registered series for each new
872	872	registered series that is to be created by the merger is being filed
873	873	with the certificate of merger;
874	874	(6) that the plan of merger is on file at a place of
875	875	business of each surviving or new registered series or the limited
876	876	liability company that formed the registered series, and the
877	877	address of that place of business;
878	878	(7) that a copy of the plan of merger will be on
879	879	written request furnished without cost by each surviving merging
880	880	series or new registered series or protected series to any member of
881	881	any merging series that is a party to the merger or any registered
882	882	series or protected series created by the plan of merger and, for a
883	883	merger with multiple surviving or new series, to any creditor or
884	884	obligee of the parties to the merger at the time of the merger if a
885	885	liability or obligation is then outstanding;
886	886	(8) if approval of the members of any merging series
887	887	that was a party to the plan of merger is not required by this code
888	888	or the company agreement, a statement to that effect; and
889	889	(9) a statement that the plan of merger has been
890	890	approved as required by this code and by the company agreement.
891	891	(d) The certificate of merger must be filed with the
892	892	secretary of state in accordance with[,] and take effect as a filing
893	893	instrument as specified by Chapter 4. If a new registered series is
894	894	to be created by the merger, a certificate of registered series for
895	895	the new registered series that complies with Section 101.623 must
896	896	be simultaneously filed with the certificate of merger in
897	897	accordance with Chapter 4 as a filing instrument and must take
898	898	effect simultaneously with the effectiveness of the certificate of
899	899	merger.
900	900	(e) Whenever this section requires the filing of a
901	901	certificate of merger, that requirement may be [is] satisfied by
902	902	the filing of the plan of merger containing the information
903	903	required to be included in the certificate of merger as provided by
904	904	this section.
905	905	SECTION 52. Section 101.636, Business Organizations Code,
906	906	is amended to read as follows:
907	907	Sec. 101.636. PROHIBITION ON MERGER PERMITTED. A company
908	908	agreement may provide that a protected series or registered series
909	909	[company] does not have the power to merge under Section 101.633.
910	910	SECTION 53. Section 151.001(5), Business Organizations
911	911	Code, is amended to read as follows:
912	912	(5) "Partnership agreement" means any agreement,
913	913	written, implied, or oral, of the partners concerning a partnership
914	914	and the partnership's affairs or business, and includes amendments
915	915	to the partnership agreement. A partnership is not required to sign
916	916	its partnership agreement. A partnership is bound by its
917	917	partnership agreement whether or not the partnership signs the
918	918	partnership agreement. A partnership agreement may provide rights
919	919	to any person, including a person who is not a party to the
920	920	partnership agreement, to the extent contained in the partnership
921	921	agreement. A partner of a partnership or a transferee or assignee
922	922	of a partnership interest is bound by the partnership agreement
923	923	whether or not the partner, transferee, or assignee signs the
924	924	partnership agreement. A written partnership agreement may consist
925	925	of one or more agreements, instruments, or other writings and may
926	926	include or incorporate one or more schedules, supplements, or other
927	927	writings providing for the conduct of the business and affairs of
928	928	the partnership.
929	929	SECTION 54. Section 152.002(b), Business Organizations
930	930	Code, is amended to read as follows:
931	931	(b) A partnership agreement or the partners may not:
932	932	(1) unreasonably restrict a partner's or former
933	933	partner's right of access to books and records under Section
934	934	152.212;
935	935	(2) eliminate the duty of loyalty under Section
936	936	152.205, except that the partners by agreement may identify
937	937	specific types of activities or categories of activities that do
938	938	not violate the duty of loyalty if the types or categories are not
939	939	manifestly unreasonable;
940	940	(3) eliminate the duty of care under Section 152.206,
941	941	except that the partners by agreement may determine the standards
942	942	by which the performance of the obligation is to be measured if the
943	943	standards are not manifestly unreasonable;
944	944	(4) eliminate the obligation of good faith under
945	945	Section 152.204(b), except that the partners by agreement may
946	946	determine the standards by which the performance of the obligation
947	947	is to be measured if the standards are not manifestly unreasonable;
948	948	(5) vary the power to withdraw as a partner under
949	949	Section 152.501(b)(1), (7), or (8), except for the requirement that
950	950	notice be in writing;
951	951	(6) vary the right to expel a partner by a court in an
952	952	event specified by Section 152.501(b)(5);
953	953	(7) restrict rights of a third party under this
954	954	chapter or the other partnership provisions, except for a
955	955	limitation on an individual partner's liability in a limited
956	956	liability partnership as provided by this chapter;
957	957	(8) select a governing law not permitted under
958	958	Sections 1.103 and 1.002(43)(C); or
959	959	(9) except as provided in Subsections (c) and (d),
960	960	waive or modify the following provisions of Title 1:
961	961	(A) Chapter 1, if the provision is used to
962	962	interpret a provision or to define a word or phrase contained in a
963	963	section listed in this subsection;
964	964	(B) Chapter 2, other than Sections 2.104(c)(2),
965	965	2.104(c)(3), and 2.113;
966	966	(C) Chapter 3, other than Subchapters C and E of
967	967	that chapter; or
968	968	(D) Chapters 4, 5, 10, 11, and 12, other than
969	969	Sections 11.057(a), (b), (c)(1), (c)(3), (d), and (f).
970	970	SECTION 55. Section 153.004(a), Business Organizations
971	971	Code, is amended to read as follows:
972	972	(a) Except as provided by this section, the following
973	973	provisions of Title 1 may not be waived or modified in the
974	974	partnership agreement of a limited partnership:
975	975	(1) Chapter 1, if the provision is used to interpret a
976	976	provision or define a word or phrase contained in a section listed
977	977	in this subsection;
978	978	(2) Chapter 2, other than Section 2.104(c)(2),
979	979	2.104(c)(3), or 2.113;
980	980	(3) Chapter 3, other than Subchapters C and E of that
981	981	chapter and Section 3.151 (provided, that in all events a
982	982	partnership agreement may not validly waive or modify Section
983	983	153.551 or unreasonably restrict a partner's or assignee's rights
984	984	[right of access to books and records] under Section 153.552); or
985	985	(4) Chapter 4, 5, 10, 11, or 12, other than Section
986	986	11.058.
987	987	SECTION 56. Section 153.112, Business Organizations Code,
988	988	is amended to read as follows:
989	989	Sec. 153.112. RECEIPT OF WRONGFUL DISTRIBUTION. A limited
990	990	partner who receives a distribution that is not permitted under
991	991	Section 153.210 is not required to return the distribution unless
992	992	the limited partner knew that the distribution violated the
993	993	prohibition of Section 153.210. This section does not affect an
994	994	obligation of the limited partner under the partnership agreement,
995	995	another agreement, or other applicable law to return the
996	996	distribution.
997	997	SECTION 57. Section 153.552, Business Organizations Code,
998	998	is amended to read as follows:
999	999	Sec. 153.552. EXAMINATION OF RECORDS [AND INFORMATION].
1000	1000	(a) On written demand [request] stating a proper purpose, a partner
1001	1001	or an assignee of a partnership interest in a limited partnership is
1002	1002	entitled [may examine and copy, in person or through a
1003	1003	representative, records required to be kept under Section 153.551
1004	1004	and other information regarding the business, affairs, and
1005	1005	financial condition of the limited partnership as is just and
1006	1006	reasonable for the person] to examine and copy, at a reasonable time
1007	1007	at the partnership's principal office identified under Section
1008	1008	153.551 or other location approved by the partnership and the
1009	1009	partner or assignee, any records of the partnership, whether in
1010	1010	written or other tangible form, which are reasonably related to and
1011	1011	appropriate to examine and copy for that proper purpose.
1012	1012	(b) The examination and copying [records requested] under
1013	1013	Subsection (a) may be conducted by the partner or assignee or
1014	1014	through an agent, accountant, or attorney. An agent, accountant,
1015	1015	or attorney who conducts an examination and copying under this
1016	1016	section is subject to any obligations of the partner or assignee
1017	1017	with respect to the records made available for examination and
1018	1018	copying [examined and copied at a reasonable time and at the
1019	1019	partner's sole expense].
1020	1020	(c) On written request by a partner or an assignee of a
1021	1021	partnership interest, the partnership shall provide to the
1022	1022	requesting partner or assignee without charge copies of:
1023	1023	(1) the partnership agreement and certificate of
1024	1024	formation and all amendments or restatements; and
1025	1025	(2) any tax return described by Section 153.551(a)(2).
1026	1026	(d) A demand or request made by a partner or assignee under
1027	1027	Subsection (a) or (c) must be made to:
1028	1028	(1) the person who is designated to receive the demand
1029	1029	or request in the partnership agreement at the address designated
1030	1030	in the partnership agreement; or
1031	1031	(2) if there is no designation, a general partner at
1032	1032	the partnership's principal office in the United States.
1033	1033	SECTION 58. Subchapter C, Chapter 154, Business
1034	1034	Organizations Code, is amended by adding Section 154.205 to read as
1035	1035	follows:
1036	1036	Sec. 154.205. RATIFICATION OF VOID OR VOIDABLE ACTS OR
1037	1037	TRANSACTIONS. (a) Any act or transaction taken by or with respect
1038	1038	to a partnership under this code or a partnership agreement that is
1039	1039	void or voidable when taken may be ratified, and the failure to
1040	1040	comply with any requirements of the partnership agreement which
1041	1041	caused the act or transaction to be void or voidable may be waived,
1042	1042	in accordance with this section.
1043	1043	(b) An act or transaction may be ratified or waived, as
1044	1044	applicable, with the approval of the partners or other persons
1045	1045	whose approval would be required under the partnership agreement at
1046	1046	the time of the ratification or waiver:
1047	1047	(1) for the void or voidable act or transaction to be
1048	1048	validly taken; or
1049	1049	(2) to amend the partnership agreement in a manner
1050	1050	that would permit the void or voidable act or transaction to be
1051	1051	validly taken.
1052	1052	(c) If the void or voidable act or transaction was the
1053	1053	issuance or assignment of any partnership interests, the
1054	1054	partnership interests purportedly issued or assigned are deemed to
1055	1055	have not been issued or assigned for purposes of determining
1056	1056	whether the void or voidable act or transaction is ratified or
1057	1057	waived under Subsection (b).
1058	1058	(d) Any act or transaction ratified or waived under this
1059	1059	section is deemed validly taken at the time the act or transaction
1060	1060	occurred.
1061	1061	(e) This section may not be construed to limit the
1062	1062	accomplishment of a ratification or waiver of a void or voidable act
1063	1063	or transaction by other lawful means.
1064	1064	SECTION 59. The following provisions of the Business
1065	1065	Organizations Code are repealed:
1066	1066	(1) Section 21.160(d);
1067	1067	(2) Sections 21.169(d) and (e);
1068	1068	(3) Section 21.354(a-1); and
1069	1069	(4) Section 22.158(d).
1070	1070	SECTION 60. This Act takes effect September 1, 2023.