Tex. Codes » Business Organizations Code · TITLE 4. PARTNERSHIPS · CHAPTER 153. LIMITED PARTNERSHIPS
Texas Codes

Tex. Bus. Orgs. Code § 153.402 (2026)

Standing To Bring Proceeding

✓ current as of May 2026
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Sec. 153.402. STANDING TO BRING PROCEEDING. (a) Subject to Subsection (b), a limited partner may not institute or maintain a derivative proceeding unless:

(1) the limited partner:

(A) was a limited partner of the limited partnership at the time of the act or omission complained of; or

(B) became a limited partner by operation of law originating from a person that was a limited partner or general partner at the time of the act or omission complained of; and

(2) the limited partner fairly and adequately represents the interests of the limited partnership in enforcing the right of the limited partnership.

(b) If the converted entity in a conversion is a limited partnership, a limited partner of that limited partnership may not institute or maintain a derivative proceeding based on an act or omission that occurred with respect to the converting entity before the date of the conversion unless:

(1) the limited partner was an equity owner of the converting entity at the time of the act or omission; and

(2) the limited partner fairly and adequately represents the interests of the limited partnership in enforcing the right of the limited partnership.

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. 26, eff. September 1, 2019.

Notes of Decisions
Cited in 6 cases (3 in the last 5 years), 2012–2023 · leading case: Wesolek ex rel. Layton Energy Wharton Fund, LP v. Layton, 871 F. Supp. 2d 620 (S.D. Tex. 2012).
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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). “Tex. Bus. Org. Code § 153.401. In such a situation "the plaintiff must be a limited partner when the action is brought,” Tex.”
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. App. 2020). “402 provides in part: (a) Subject to Subsection (b), a limited partner may not institute or maintain a derivative proceeding unless: (1) the limited partner: (A) was a limited partner of the limited partnership at the time of the act or omission complained of; or .”
Wes Gilbreath, Jr., Stacey Gilbreath Powell, Elliot Gilbreath, & Mark Ritter SignAd, Ltd., SignAd GP, LLC, Ben Nevis West, Ltd., Culcreuch West, LLC, Big Signs & Leasing 1, Ltd., Big Signs & Leasing 2, Ltd., Big Signs & Leasing 3, Ltd. El Al v. Lisa R. Gilbreath Horan, Individually & as Tr. of the Lisa Gilbreath Horan 2001 Irrevocable Trust (Tex. App. 2022). “899 (current version at TEX. BUS. ORGS. CODE § 153.402). Because the amendment was not effective until September 1, 2019, the former version of Section 153.”
Wes Gilbreath, Jr., Stacey Gilbreath Powell, Elliot Gilbreath, & Mark Ritter SignAd, Ltd., SignAd GP, LLC, Ben Nevis West, Ltd., Culcreuch West, LLC, Big Signs & Leasing 1, Ltd., Big Signs & Leasing 2, Ltd., Big Signs & Leasing 3, Ltd. El Al v. Lisa R. Gilbreath Horan, Individually & as Tr. of the Lisa Gilbreath Horan 2001 Irrevocable Trust (Tex. App. 2023). “899 (current version at TEX. BUS. ORGS. CODE § 153.402). Because the amendment was not effective until September 1, 2019, the former version of Section 153.”
Bierschenk v. Chesher (N.D. Tex. 2023). “”? TEx. Bus. ORGS. CODE § 153.402(a). It is undisputed that Plaintiff is not a limited partner and was not when this suit was commenced.”
— Tex. Bus. Orgs. Code § 153.402(a) — 2 cases
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. App. 2020). “402 provides in part: (a) Subject to Subsection (b), a limited partner may not institute or maintain a derivative proceeding unless: (1) the limited partner: (A) was a limited partner of the limited partnership at the time of the act or omission complained of; or .”
Bierschenk v. Chesher (N.D. Tex. 2023). “”? TEx. Bus. ORGS. CODE § 153.402(a). It is undisputed that Plaintiff is not a limited partner and was not when this suit was commenced.”
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