S.B. No. 847
 
 
 
 
AN ACT
  relating to business entities and associations.
         BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
         SECTION 1.  Subsection (d), Section 3.059, Business
  Organizations Code, is amended to read as follows:
         (d)  A restated certificate of formation that makes new
  amendments to the certificate of formation being restated must:
               (1)  be accompanied by a statement that each new
  amendment has been made in accordance with this code;
               (2)  [identify by reference or description each added,
  altered, or deleted provision;
               [(3)]  be accompanied by a statement that each
  amendment has been approved in the manner required by this code and
  the governing documents of the entity;
               (3) [(4)]  be accompanied by a statement that the
  restated certificate of formation:
                     (A)  accurately states the text of the certificate
  of formation being restated and each amendment to the certificate
  of formation being restated that is in effect, as further amended by
  the restated certificate of formation; and
                     (B)  does not contain any other change in the
  certificate of formation being restated except for information
  omitted under Subsection (b); and
               (4) [(5)]  include any other information required by
  the title of this code applicable to the entity.
         SECTION 2.  Subsection (d), Section 7.001, Business
  Organizations Code, is amended to read as follows:
         (d)  The liability of a governing person may be limited or
  eliminated [restricted]:
               (1)  in a general partnership by its partnership
  agreement to the same extent Subsections (b) and (c) permit the
  limitation or elimination of liability of a governing person of an
  organization to which those subsections apply and to the additional
  extent permitted under Chapter 152;
               (2)  in a limited partnership by its partnership
  agreement to the same extent Subsections (b) and (c) permit the
  limitation or elimination of liability of a governing person of an
  organization to which those subsections apply and to the additional
  extent permitted under Chapter 153 and, to the extent applicable to
  limited partnerships, Chapter 152; and
               (3)  in a limited liability company by its certificate
  of formation or company agreement to the same extent Subsections
  (b) and (c) permit the limitation or elimination of liability of a
  governing person of an organization to which those subsections
  apply and to the additional extent permitted under Section 101.401.
         SECTION 3.  Subsection (a), Section 11.052, Business
  Organizations Code, is amended to read as follows:
         (a)  Except as provided by the title of this code governing
  the domestic entity, on the occurrence of an event requiring
  winding up of a domestic entity, unless the event requiring winding
  up is revoked under Section 11.151 or canceled under Section
  11.152, the owners, members, managerial officials, or other persons
  specified in the title of this code governing the domestic entity
  shall, as soon as reasonably practicable, wind up the business and
  affairs of the domestic entity. The domestic entity shall:
               (1)  cease to carry on its business, except to the
  extent necessary to wind up its business;
               (2)  if the domestic entity is not a general
  partnership, send a written notice of the winding up to each known
  claimant against the domestic entity;
               (3)  collect and sell its property to the extent the
  property is not to be distributed in kind to the domestic entity's
  owners or members; and
               (4)  perform any other act required to wind up its
  business and affairs.
         SECTION 4.  Subdivision (1), Section 21.301, Business
  Organizations Code, is amended to read as follows:
               (1)  "Distribution limit," with respect to a
  distribution made by a corporation, other than a distribution
  described by Subdivision (2), means:
                     (A)  the net assets of the corporation if the
  distribution:
                           (i)  is a purchase or redemption of its own
  shares by a corporation that:
                                 (a)  is eliminating fractional shares;
                                 (b)  is collecting or compromising
  indebtedness owed by or to the corporation; or
                                 (c)  is paying dissenting shareholders
  entitled to payment for their shares under this code; or
                           (ii)  is made by a consuming assets
  corporation and is not the purchase or redemption of its own shares
  [by a consuming assets corporation]; or
                     (B)  the surplus of the corporation for a
  distribution not described by Paragraph (A).
         SECTION 5.  Section 101.052, Business Organizations Code, is
  amended by adding Subsection (e) to read as follows:
         (e)  A company agreement may provide rights to any person,
  including a person who is not a party to the company agreement, to
  the extent provided by the company agreement.
         SECTION 6.  Section 101.605, Business Organizations Code, is
  amended to read as follows:
         Sec. 101.605.  GENERAL POWERS OF SERIES. A series
  established under this subchapter has the power and capacity, in
  the series' own name, to:
               (1)  sue and be sued;
               (2)  contract;
               (3)  acquire, sell, and hold title to assets of the
  series, including real property, personal property, and intangible
  property; [and]
               (4)  grant liens and security interests in assets of
  the series; and
               (5)  exercise any power or privilege as necessary or
  appropriate to the conduct, promotion, or attainment of the
  business, purposes, or activities of the series.
         SECTION 7.  The heading to Section 101.609, Business
  Organizations Code, is amended to read as follows:
         Sec. 101.609.  APPLICABILITY OF OTHER PROVISIONS OF CHAPTER
  OR TITLE 1; SYNONYMOUS TERMS.
         SECTION 8.  Section 101.609, Business Organizations Code, is
  amended by adding Subsection (c) to read as follows:
         (c)  To the extent not inconsistent with this subchapter, a
  series and the governing persons and officers associated with the
  series have the powers and rights provided by Subchapters C and D,
  Chapter 3, and Subchapter F, Chapter 10. For purposes of those
  provisions, and as the context requires:
               (1)  a reference to "entity," "domestic entity," or
  "filing entity" includes the "series";
               (2)  a reference to "governing person" includes
  "governing person associated with the series";
               (3)  a reference to "governing authority" includes
  "governing authority associated with the series"; and
               (4)  a reference to "officer" includes "officer
  associated with the series."
         SECTION 9.  Subchapter M, Chapter 101, Business
  Organizations Code, is amended by adding Section 101.622 to read as
  follows:
         Sec. 101.622.  SERIES NOT A SEPARATE DOMESTIC ENTITY OR
  ORGANIZATION. For purposes of this chapter and Title 1, a series
  has the rights, powers, and duties provided by this subchapter to
  the series but is not a separate domestic entity or organization.
         SECTION 10.  Subchapter B, Chapter 154, Business
  Organizations Code, is amended by adding Section 154.104 to read as
  follows:
         Sec. 154.104.  RIGHTS OF THIRD PERSONS UNDER PARTNERSHIP
  AGREEMENT. A partnership agreement may provide rights to any
  person, including a person who is not a party to the partnership
  agreement, to the extent provided by the partnership agreement.
         SECTION 11.  Subsection (c), Section 24.003, Business &
  Commerce Code, is repealed.
         SECTION 12.  This Act takes effect September 1, 2013.
 
 
 
 
 
  ______________________________ ______________________________
     President of the Senate Speaker of the House     
 
         I hereby certify that S.B. No. 847 passed the Senate on
  March 27, 2013, by the following vote:  Yeas 30, Nays 0.
 
 
  ______________________________
  Secretary of the Senate    
 
         I hereby certify that S.B. No. 847 passed the House on
  April 18, 2013, by the following vote:  Yeas 143, Nays 0, two
  present not voting.
 
 
  ______________________________
  Chief Clerk of the House   
 
 
 
  Approved:
 
  ______________________________ 
              Date
 
 
  ______________________________ 
            Governor