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Business Organizations Code revisor's report, part 4

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omissions, negligence, incompetence, or<br />

malfeasance.<br />

(3) Subsections (a)(1) and (a)(2)<br />

do not affect:<br />

(A) the liability of a<br />

<strong>part</strong>nership to pay its debts and obligations<br />

out of <strong>part</strong>nership property;<br />

(B) the liability of a<br />

<strong>part</strong>ner, if any, imposed by law or contract<br />

independently of the <strong>part</strong>ner's status as a<br />

<strong>part</strong>ner; or<br />

(C) the manner in which<br />

service of citation or other civil process<br />

may be served in an action against a<br />

<strong>part</strong>nership.<br />

(4) In this subsection,<br />

"representative" includes an agent, servant,<br />

or employee of a registered limited liability<br />

<strong>part</strong>nership.<br />

(5) In the case of a registered<br />

limited liability <strong>part</strong>nership, Subsection (a)<br />

prevails over the other <strong>part</strong>s of this Act<br />

regarding the liability of <strong>part</strong>ners, their<br />

chargeability for the debts and obligations<br />

of the <strong>part</strong>nership, and their obligations<br />

regarding contributions and indemnity.<br />

Revisor's Note<br />

No substantive change is intended.<br />

Revised Law<br />

Sec. 152.802. REGISTRATION. (a) In addition to complying<br />

with Sections 152.803 and 152.804, a <strong>part</strong>nership, to become a<br />

limited liability <strong>part</strong>nership, must file an application with the<br />

secretary of state in accordance with Chapter 4 and this section.<br />

The application must:<br />

(1) set out:<br />

(A) the name of the <strong>part</strong>nership;<br />

(B) the federal tax identification number of the<br />

<strong>part</strong>nership;<br />

(C) the street address of the <strong>part</strong>nership's<br />

principal office in this state or outside of this state, as<br />

applicable; and<br />

(D) the number of <strong>part</strong>ners at the date of<br />

application; and<br />

(2) contain a brief statement of the <strong>part</strong>nership's<br />

business.<br />

(b) The application must be signed by:<br />

(1) a majority-in-interest of the <strong>part</strong>ners; or

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