Tex. Codes » Business Organizations Code · TITLE 4. PARTNERSHIPS · CHAPTER 153. LIMITED PARTNERSHIPS
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Tex. Bus. Orgs. Code § 153.401 (2026)

Definitions

✓ current as of May 2026
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Sec. 153.401. DEFINITIONS. In this subchapter:

(1) "Derivative proceeding" means a civil suit in the right of a domestic limited partnership or, to the extent provided by Section 153.412, in the right of a foreign limited partnership.

(2) "Limited partner" means a person who is a limited partner or is an assignee of a partnership interest, including the partnership interest of a general partner.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Amended by:

Acts 2019, 86th Leg., R.S., Ch. 899 (H.B. 3603), Sec. 25, eff. September 1, 2019.

Notes of Decisions
Cited in 13 cases (4 in the last 5 years), 2012–2024 · leading case: In Re Immobiliere Jeuness Establissement, 422 S.W.3d 909 (Tex. App. 2014).
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In Re Immobiliere Jeuness Establissement, 422 S.W.3d 909 (Tex. App. 2014). · cites it 3× “See Tex. Bus. Orgs. Code Ann. § 153.401 (West 2012).”
Wesolek ex rel. Layton Energy Wharton Fund, LP v. Layton, 871 F. Supp. 2d 620 (S.D. Tex. 2012). “Tex. Bus. Org. Code § 153.401. In such a situation “the plaintiff must be a limited partner when the action is brought,” Tex.”
Wesolek v. Layton, 914 F. Supp. 2d 853 (S.D. Tex. 2012). · cites it 2× “Tex. Bus. Org. Code § 153.401 ... In all such actions, “the complaint must contain with particularity: (1) the effort, if any, of the plaintiff to secure initiation of the action by a general partner; or (2) the reasons for not making the effort.”
in the Matter of the Marriage of Connie Due Dilick & Matthew Gerard Dilick (Tex. App. 2018). · cites it 2× “Tex. Bus. Orgs. Code Ann. § 153.401 (West 2012).”
In re Dilick, 550 S.W.3d 766 (Tex. App. 2018). · cites it 2× “Tex. Bus. Orgs. Code Ann. § 153.401 (West 2012).”
John J. Parker Jr. v. Ohio Dev., LLC (Tex. App. 2024). · cites it 2× “Pursuant to TEX. BUS. ORG. CODE § 153.401, it is unlikely the general partner of KCDC, being Mr.”
Clinton W. (\buddy\") Pike (2020). · cites it 2× “7 See TEX. BUS. ORGS. CODE §§ 153.401–.413; see also Linegar v.”
DPRS 15th Street, Inc Cliff Woerner, Individually & D/B/A Woerner Interests & Gail Woerner v. Texas Skyline, Ltd. Skyline Interests, LLC & Pecos & 15th, Ltd., by & Through Skyline Interests, LLC (Tex. App. 2014). · cites it 2× “001(8) (providing for recovery of attorney’s fees in suit on oral or written contract); Tex. Bus. Orgs. Code §§ 153.401, .405. Section 17 In a single sentence in each of sub-issues 1-A, 1-B, and 1-C, Woerner argues in the alternative that even if the payments breached the…”
in Re Second Street Props. LLC (Tex. App. 2016). “See Tex. Bus. Orgs. Code Ann. § 153.401 ; In re Immobiliere 10 Jeuness Establissement, 422 S.”
Kenneth L. Berry, Individually Kenneth L. Berry, as Tr. of the Berry Dynasty Trust Kenneth L. Berry, Tr. in a Derivative Capacity for Flying Bull Ranch, Ltd. & Chelsea Nichole Briers v. Dennis W. Berry Marvin G. Berry Allen L. Berry Fb Ranch, LLC Berry Gp, Inc. D/B/A Berry Contracting, Inc. Berry Contracting, Lp D/B/A Bay, Ltd. & Berry Ranches, Llc (Tex. 2022). “See TEX. BUS. ORGS. CODE § 153.401 et seq. He claims that FB Ranch, the general partner, breached certain duties and that the other non-trustee defendants aided and abetted FB Ranch’s breaches.”
Natin Paul WC 1st & Trinity, LP WC 1st & Trinity, GP, LLC WC 3rd & Cong., LP & WC 3rd & Cong., GP, LLC v. the Roy F. & JoAnn Cole Mitte Found. (Tex. App. 2023). “See generally Tex. Bus. Orgs. Code §§ 153.401–.412. A derivative action is generally “in the right of a domestic limited partnership,” id.”
John J. Parker Jr. v. Ohio Dev., LLC (Tex. App. 2024). “Pursuant to TEX. BUS. ORG. CODE § 153.401, it is unlikely the general partner of KCDC, being Mr.”
Show all 13 citing cases →
— Tex. Bus. Orgs. Code § 153.401(1) — 1 case
DPRS 15th Street, Inc Cliff Woerner, Individually & D/B/A Woerner Interests & Gail Woerner v. Texas Skyline, Ltd. Skyline Interests, LLC & Pecos & 15th, Ltd., by & Through Skyline Interests, LLC (Tex. App. 2014). “001(8) (providing for recovery of attorney’s fees in suit on oral or written contract); Tex. Bus. Orgs. Code §§ 153.401, .405. Section 17 In a single sentence in each of sub-issues 1-A, 1-B, and 1-C, Woerner argues in the alternative that even if the payments breached the…”
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