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S.B. No. 1442
1 business in this state of a domestic limited liability company is
2 located, on application by or for a member associated with the
3 series, has jurisdiction to order the winding up and termination of
4 a series if the court determines that it is not reasonably
5 practicable to carry on the business of the series in conformity
6 with the company agreement.
7 SECTION 46. Chapter 151, Business Organizations Code, is
8 amended by adding Section 151.004 to read as follows:
9 I Se. 151.004. OFFICERS. A partnership may have elected or
10 appointed officers in accordance with Section 3.103.
11 (SECTION 47. Subsection (a), Section 152.801, Business
12 Organizations Code, is amended to read as follows:
13 (a) Except as provided by Subsection (b) or the partnership
14 agreement, a partner in a limited liability partnership is not
15 personally liable to any person, including a partner, directly or
16 indirectly, by contribution, indemnity, or otherwise, for a debt or
17 obligation of the partnership incurred while the partnership is a
18 limited liability partnership.
19 SECTION 48. Subsection (f), Section 152.802, Business
20 Organizations Code, is amended to read as follows:
21 (f) A registration may be withdrawn by filing a withdrawal
22 notice with the secretary of state in accordance with Chapter 4. A
23 certificate from the comptroller stating that all taxes
24 administered by the comptroller under Title 2, Tax Code, have been
25 paid must be filed with the notice of withdrawal. A withdrawal
26 notice terminates the status of the partnership as a limited
27 liability partnership from the date on which the notice is filed or
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