Texas Business Organizations Code 153.004 – Nonwaivable Title 1 Provisions
(a) Except as provided by this section, the following provisions of Title 1 may not be waived or modified in the partnership agreement of a limited partnership:
(1) Chapter 1, if the provision is used to interpret a provision or define a word or phrase contained in a section listed in this subsection;
(2) Chapter 2, other than § 2.104(c)(2), 2.104(c)(3), or 2.113;
(3) Chapter 3, other than Subchapters C and E of that chapter and § 3.151 (provided, that in all events a partnership agreement may not validly waive or modify § 153.551 or unreasonably restrict a partner‘s or assignee’s rights under § 153.552); or
(4) Chapter 4, 5, 10, 11, or 12, other than § 11.058.
(b) A provision listed in Subsection (a) may be waived or modified in the partnership agreement if the provision that is waived or modified authorizes the limited partnership to waive or modify the provision in the limited partnership’s governing documents.
Terms Used In Texas Business Organizations Code 153.004
- Governing documents: means :
(A) in the case of a domestic entity:
(i) the certificate of formation for a domestic filing entity or the document or agreement under which a domestic nonfiling entity is formed; and
(ii) the other documents or agreements adopted by the entity under this code to govern the formation or the internal affairs of the entity; or
(B) in the case of a foreign entity, the instruments, documents, or agreements adopted under the law of its jurisdiction of formation to govern the formation or the internal affairs of the entity. 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) A provision listed in Subsection (a) may be modified in the partnership agreement if the provision that is modified specifies:
(1) the person or group of persons who are entitled to approve a modification; or
(2) the vote or other method by which a modification is required to be approved.