Sections
Subchapter A General Provisions 153.001 – 153.005
Subchapter B Supplemental Provisions Regarding Amendment to Certificate of Formation 153.051 – 153.052
Subchapter C Limited Partners 153.101 – 153.113
Subchapter D General Partners 153.151 – 153.162
Subchapter E Finances 153.201 – 153.210
Subchapter F Partnership Interest 153.251 – 153.257
Subchapter G Reports 153.301 – 153.312
Subchapter H Limited Partnership as Limited Liability Partnership 153.351 – 153.353
Subchapter I Derivative Actions 153.401 – 153.413
Subchapter K Supplemental Winding Up and Termination Provisions 153.501 – 153.505
Subchapter L Miscellaneous Provisions 153.551 – 153.555

Terms Used In Texas Business Organizations Code Chapter 153

  • Adjourn: A motion to adjourn a legislative chamber or a committee, if passed, ends that day's session.
  • Advice and consent: Under the Constitution, presidential nominations for executive and judicial posts take effect only when confirmed by the Senate, and international treaties become effective only when the Senate approves them by a two-thirds vote.
  • Affirmed: In the practice of the appellate courts, the decree or order is declared valid and will stand as rendered in the lower court.
  • Allegation: something that someone says happened.
  • Amortization: Paying off a loan by regular installments.
  • Appraisal: A determination of property value.
  • Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
  • Association: means an entity governed as an association under Title 6 or 7. See Texas Business Organizations Code 1.002
  • Assumed name: means a name adopted for use by a person. See Texas Business Organizations Code 1.002
  • Baseline: Projection of the receipts, outlays, and other budget amounts that would ensue in the future without any change in existing policy. Baseline projections are used to gauge the extent to which proposed legislation, if enacted into law, would alter current spending and revenue levels.
  • Bequest: Property gifted by will.
  • Board: means the navigation board. See Texas Water Code 62.001
  • Board: means the navigation board. See Texas Water Code 63.001
  • Board: means the Texas Medical Board. See Texas Occupations Code 151.002
  • Business: means a trade, occupation, profession, or other commercial activity. See Texas Business Organizations Code 1.002
  • Certificate of formation: means :
    (A) the document required to be filed with the filing officer under Chapter Texas Business Organizations Code 1.002
  • Chambers: A judge's office.
  • Charity: An agency, institution, or organization in existence and operating for the benefit of an indefinite number of persons and conducted for educational, religious, scientific, medical, or other beneficent purposes.
  • Commission: means the navigation and canal commission. See Texas Water Code 62.001
  • Commission: means the board of navigation and canal commissioners. See Texas Water Code 63.001
  • Commissioner: means a navigation and canal commissioner. See Texas Water Code 62.001
  • Commissioner: means a member of the commission. See Texas Water Code 63.001
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Concurrent resolution: A legislative measure, designated "S. Con. Res." and numbered consecutively upon introduction, generally employed to address the sentiments of both chambers, to deal with issues or matters affecting both houses, such as a concurrent budget resolution, or to create a temporary joint committee. Concurrent resolutions are not submitted to the President/Governor and thus do not have the force of law.
  • Continuance: Putting off of a hearing ot trial until a later time.
  • Continuing threat to the public welfare: means a real danger to the health of a physician's patients or to the public from the acts or omissions of the physician caused through the physician's lack of competence, impaired status, or failure to care adequately for the physician's patients, as determined by:
    (A) the board;
    (B) a medical peer review committee in this state;
    (C) a physician licensed to practice medicine in this state or otherwise lawfully practicing medicine in this state;
    (D) a physician engaged in graduate medical education or training; or
    (E) a medical student. See Texas Occupations Code 151.002
  • Contribution: means a tangible or intangible benefit that a person transfers to an entity in consideration for an ownership interest in the entity or otherwise in the person's capacity as an owner or a member. See Texas Business Organizations Code 1.002
  • Conversion: means :
    (A) the continuance of a domestic entity as a non-code organization of any type;
    (B) the continuance of a non-code organization as a domestic entity of any type;
    (C) the continuance of a domestic entity of one type as a domestic entity of another type;
    (D) the continuance of a domestic entity of one type as a foreign entity of the same type that may be treated as a domestication, continuance, or transfer transaction under the laws of the jurisdiction of formation of the foreign entity; or
    (E) the continuance of a foreign entity of one type as a domestic entity of the same type that may be treated as a domestication, continuance, or transfer transaction under the laws of the jurisdiction of formation of the foreign entity. See Texas Business Organizations Code 1.002
  • Converted entity: means an organization resulting from a conversion. See Texas Business Organizations Code 1.002
  • Converting entity: means an organization as the organization existed before the organization's conversion. See Texas Business Organizations Code 1.002
  • Corporation: means an entity governed as a corporation under Title 2 or 7. See Texas Business Organizations Code 1.002
  • County of jurisdiction: means the county in which the district or the greater amount of acreage of the district is located. See Texas Water Code 62.001
  • Decedent: A deceased person.
  • Department: means the Department of Agriculture. See Texas Agriculture Code 1.003
  • Dependent: A person dependent for support upon another.
  • Deposition: An oral statement made before an officer authorized by law to administer oaths. Such statements are often taken to examine potential witnesses, to obtain discovery, or to be used later in trial.
  • Devise: To gift property by will.
  • Director: means an individual who serves on the board of directors of a foreign or domestic corporation. See Texas Business Organizations Code 1.002
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • Dismissal: The dropping of a case by the judge without further consideration or hearing. Source:
  • District: means a navigation district operating under the provisions of Article XVI, Section Texas Water Code 62.001
  • District: means a self-liquidating navigation district. See Texas Water Code 63.001
  • Doctor of osteopathic medicine: includes a doctor of osteopathy, an osteopath, an osteopathic physician, and an osteopathic surgeon. See Texas Occupations Code 151.002
  • Domestic: means , with respect to an entity, that the entity is formed under this code or the entity's internal affairs are governed by this code. See Texas Business Organizations Code 1.002
  • Donor: The person who makes a gift.
  • Effects: includes all personal property and all interest in that property. See Texas Government Code 312.011
  • Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
  • Entity: means a domestic entity or foreign entity. See Texas Business Organizations Code 1.002
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Escheat: Reversion of real or personal property to the state when 1) a person dies without leaving a will and has no heirs, or 2) when the property (such as a bank account) has been inactive for a certain period of time. Source: OCC
  • Escrow: Money given to a third party to be held for payment until certain conditions are met.
  • Ex officio: Literally, by virtue of one's office.
  • Fair Credit Reporting Act: A federal law, established in 1971 and revised in 1997, that gives consumers the right to see their credit records and correct any mistakes. Source: OCC
  • Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
  • Federal Deposit Insurance Corporation: A government corporation that insures the deposits of all national and state banks that are members of the Federal Reserve System. Source: OCC
  • Federal Reserve System: The central bank of the United States. The Fed, as it is commonly called, regulates the U.S. monetary and financial system. The Federal Reserve System is composed of a central governmental agency in Washington, D.C. (the Board of Governors) and twelve regional Federal Reserve Banks in major cities throughout the United States. Source: OCC
  • Fee simple: Absolute title to property with no limitations or restrictions regarding the person who may inherit it.
  • Filing instrument: means an instrument, document, consent, or statement that is required or authorized by this code to be filed by or for an entity with the filing officer in accordance with Chapter Texas Business Organizations Code 1.002
  • Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
  • Foreign: means , with respect to an entity, that the entity is formed under, and the entity's internal affairs are governed by, the laws of a jurisdiction other than this state. See Texas Business Organizations Code 1.002
  • Foreign nonfiling entity: means a foreign entity that is not a foreign filing entity. See Texas Business Organizations Code 1.002
  • General partner: means :
    (A) each partner in a general partnership; or
    (B) a person who is admitted to a limited partnership as a general partner in accordance with the governing documents of the limited partnership. See Texas Business Organizations Code 1.002
  • General partnership: means a partnership governed as a general partnership under Chapter Texas Business Organizations Code 1.002
  • General-law municipality: means a municipality designated by Chapter Texas Local Government Code 1.005
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • 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
  • Governing person: means a person serving as part of the governing authority of an entity. See Texas Business Organizations Code 1.002
  • Guarantor: A party who agrees to be responsible for the payment of another party's debts should that party default. Source: OCC
  • Home-rule municipality: means a municipality designated by Chapter Texas Local Government Code 1.005
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • Individual: means a natural person. See Texas Business Organizations Code 1.002
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • Insolvency: means the inability of a person to pay the person's debts as they become due in the usual course of business or affairs. See Texas Business Organizations Code 1.002
  • Insolvent: means a person who is unable to pay the person's debts as they become due in the usual course of business or affairs. See Texas Business Organizations Code 1.002
  • Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
  • Interest exchange: means the acquisition of an ownership or membership interest in a domestic entity as provided by Subchapter B, Chapter Texas Business Organizations Code 1.002
  • Joint committee: Committees including membership from both houses of teh legislature. Joint committees are usually established with narrow jurisdictions and normally lack authority to report legislation.
  • Joint meeting: An occasion, often ceremonial, when the House and Senate each adopt a unanimous consent agreement
  • Jurisdiction of formation: means :
    (A) in the case of a domestic filing entity, this state;
    (B) in the case of a foreign entity for which a certificate of formation or similar organizational instrument is filed in connection with its formation, the jurisdiction in which the entity's certificate of formation or similar organizational instrument is filed; or
    (C) in the case of a domestic nonfiling entity or a foreign entity for which a certificate of formation or similar organizational instrument is not filed in connection with its formation:
    (i) the jurisdiction the laws of which are chosen in the entity's governing documents to govern its internal affairs if that jurisdiction bears a reasonable relation to the owners or members or to the entity's business and affairs under the principles of this state that otherwise would apply to a contract among the owners or members; or
    (ii) if Subparagraph (i) does not apply, the jurisdiction in which the entity has its chief executive office. See Texas Business Organizations Code 1.002
  • Law: means , unless the context requires otherwise, both statutory and common law. See Texas Business Organizations Code 1.002
  • Lawsuit: A legal action started by a plaintiff against a defendant based on a complaint that the defendant failed to perform a legal duty, resulting in harm to the plaintiff.
  • Legislative session: That part of a chamber's daily session in which it considers legislative business (bills, resolutions, and actions related thereto).
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Limited liability company: means an entity governed as a limited liability company under Title 3 or 7. See Texas Business Organizations Code 1.002
  • Limited liability partnership: means a partnership governed as a limited liability partnership under Title 4. See Texas Business Organizations Code 1.002
  • Limited partner: means a person who has been admitted to a limited partnership as a limited partner as provided by:
    (A) in the case of a domestic limited partnership, Chapter 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
  • Manager: means a person designated as a manager of a limited liability company that is not managed by members of the company. See Texas Business Organizations Code 1.002
  • Medical records: means all records relating to the history, diagnosis, treatment, or prognosis of a patient. See Texas Occupations Code 151.002
  • Member: means :
    (A) in the case of a limited liability company, a person who is a member or has been admitted as a member in the limited liability company under its governing documents;
    (B) in the case of a nonprofit corporation, a person who has membership rights in the nonprofit corporation under its governing documents;
    (C) in the case of a cooperative association, a member of a nonshare or share association;
    (D) in the case of a nonprofit association, a person who has membership rights in the nonprofit association under its governing documents; or
    (E) in the case of a professional association, a person who has membership rights in the professional association under its governing documents. See Texas Business Organizations Code 1.002
  • Merger: means :
    (A) the division of a domestic entity into two or more new domestic entities or other organizations or into a surviving domestic entity and one or more new domestic or foreign entities or non-code organizations; or
    (B) the combination of one or more domestic entities with one or more domestic entities or non-code organizations resulting in:
    (i) one or more surviving domestic entities or non-code organizations;
    (ii) the creation of one or more new domestic entities or non-code organizations; or
    (iii) one or more surviving domestic entities or non-code organizations and the creation of one or more new domestic entities or non-code organizations. See Texas Business Organizations Code 1.002
  • Mortgagee: The person to whom property is mortgaged and who has loaned the money.
  • Municipality: means a general-law municipality, home-rule municipality, or special-law municipality. See Texas Local Government Code 1.005
  • National securities exchange: means an exchange registered as a national securities exchange under Section 6, Securities Exchange Act of 1934 (15 U. See Texas Business Organizations Code 1.002
  • Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
  • Nonfiling entity: means a domestic entity that is not a filing entity. See Texas Business Organizations Code 1.002
  • Officer: means an individual elected, appointed, or designated as an officer of an entity by the entity's governing authority or under the entity's governing documents. See Texas Business Organizations Code 1.002
  • Official oath: means the oath required by Article XVI, Section Texas Government Code 312.011
  • Operation: means the application of surgery or the performance of surgical services. See Texas Occupations Code 151.002
  • Oversight: Committee review of the activities of a Federal agency or program.
  • Parliamentarian: The Parliamentarian is an advisor on the interpretation of legislative rules and procedures.
  • Partner: means a limited partner or general partner. See Texas Business Organizations Code 1.002
  • Partnership: means an entity governed as a partnership under Title 4. 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 interest: means a partner's interest in a partnership. See Texas Business Organizations Code 1.002
  • Per stirpes: The legal means by which the children of a decedent, upon the death of an ancestor at a level above that of the decedent, receive by right of representation the share of the ancestor
  • 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 series of a domestic limited liability company or foreign entity. See Texas Business Organizations Code 1.002
  • Person: means an individual, unless the term is expressly made applicable to a partnership, association, or corporation. See Texas Occupations Code 151.002
  • Petit jury: A group of citizens who hear the evidence presented by both sides at trial and determine the facts in dispute. Federal criminal juries consist of 12 persons. Federal civil juries consist of six persons.
  • Physician: means a person licensed to practice medicine in this state. See Texas Occupations Code 151.002
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
  • Pleadings: Written statements of the parties in a civil case of their positions. In the federal courts, the principal pleadings are the complaint and the answer.
  • Population: means the population shown by the most recent federal decennial census. See Texas Government Code 311.005
  • Power of attorney: A written instrument which authorizes one person to act as another's agent or attorney. The power of attorney may be for a definite, specific act, or it may be general in nature. The terms of the written power of attorney may specify when it will expire. If not, the power of attorney usually expires when the person granting it dies. Source: OCC
  • Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
  • President pro tempore: A constitutionally recognized officer of the Senate who presides over the chamber in the absence of the Vice President. The President Pro Tempore (or, "president for a time") is elected by the Senate and is, by custom, the Senator of the majority party with the longest record of continuous service.
  • Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
  • Probation: A sentencing alternative to imprisonment in which the court releases convicted defendants under supervision as long as certain conditions are observed.
  • Property: includes tangible and intangible property and an interest in that property. See Texas Business Organizations Code 1.002
  • Quorum: The number of legislators that must be present to do business.
  • Recess: A temporary interruption of the legislative business.
  • Recourse: An arrangement in which a bank retains, in form or in substance, any credit risk directly or indirectly associated with an asset it has sold (in accordance with generally accepted accounting principles) that exceeds a pro rata share of the bank's claim on the asset. If a bank has no claim on an asset it has sold, then the retention of any credit risk is recourse. Source: FDIC
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • Restitution: The court-ordered payment of money by the defendant to the victim for damages caused by the criminal action.
  • Revolving credit: A credit agreement (typically a credit card) that allows a customer to borrow against a preapproved credit line when purchasing goods and services. The borrower is only billed for the amount that is actually borrowed plus any interest due. (Also called a charge account or open-end credit.) Source: OCC
  • Secretary: means the:
    (A) individual designated as secretary of an entity under the entity's governing documents; or
    (B) officer or committee of persons authorized to perform the functions of secretary of an entity without regard to the designated name of the officer or committee. See Texas Business Organizations Code 1.002
  • Sequester: To separate. Sometimes juries are sequestered from outside influences during their deliberations.
  • Signature: includes the mark of a person unable to write, and "subscribe" includes the making of such a mark. See Texas Government Code 312.011
  • Simple resolution: Designated "S. Res.," simple resolutions are used to express nonbinding positions of the Senate or to deal with the Senate's internal affairs, such as the creation of a special committee. They do not require action by the House of Representatives.
  • Special-law municipality: means a municipality designated by Chapter Texas Local Government Code 1.005
  • Statute: A law passed by a legislature.
  • Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
  • Subpoena: A command to a witness to appear and give testimony.
  • Succeeding: means immediately following. See Texas Government Code 312.011
  • Summons: Another word for subpoena used by the criminal justice system.
  • Swear: includes affirm. See Texas Government Code 311.005
  • Temporary restraining order: Prohibits a person from an action that is likely to cause irreparable harm. This differs from an injunction in that it may be granted immediately, without notice to the opposing party, and without a hearing. It is intended to last only until a hearing can be held.
  • Testator: A male person who leaves a will at death.
  • Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
  • Trust account: A general term that covers all types of accounts in a trust department, such as estates, guardianships, and agencies. Source: OCC
  • Uniform Commercial Code: A set of statutes enacted by the various states to provide consistency among the states' commercial laws. It includes negotiable instruments, sales, stock transfers, trust and warehouse receipts, and bills of lading. Source: OCC
  • Uphold: The decision of an appellate court not to reverse a lower court decision.
  • Verdict: The decision of a petit jury or a judge.
  • Week: means seven consecutive days. See Texas Government Code 311.005
  • Writ of certiorari: An order issued by the Supreme Court directing the lower court to transmit records for a case for which it will hear on appeal.
  • written: means an expression of words, letters, characters, numbers, symbols, figures, or other textual information that is inscribed on a tangible medium or that is stored in an electronic or other medium that is retrievable in a perceivable form. See Texas Business Organizations Code 1.002