Sec. 153.403. DEMAND. (a) A limited partner may not institute a derivative proceeding until the 91st day after the date a written demand is filed with the limited partnership stating with particularity the act, omission, or other matter that is the subject of the claim or challenge and requesting that the limited partnership take suitable action.
(b) The waiting period required by Subsection (a) before a derivative proceeding may be instituted is not required or, if applicable, shall terminate if:
(1) the limited partner has been notified that the demand has been rejected by the limited partnership;
(2) the limited partnership is suffering irreparable injury; or
(3) irreparable injury to the limited partnership would result by waiting for the expiration of the 90-day period.
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. 27, eff. September 1, 2019.
Notes of Decisions
Wesolek ex rel. Layton Energy Wharton Fund, LP v. Layton, 871 F. Supp. 2d 620 (S.D. Tex. 2012).
“In such a situation “the plaintiff must be a limited partner when the action is brought,” Tex. Bus. Org. Code § 153.402, and “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)…”
Wesolek v. Layton, 914 F. Supp. 2d 853 (S.D. Tex. 2012).
· cites it 3× “I of the need to plead with particularity facts capable of establishing that the preconditions required by Texas law for asserting such claims have been satisfied, 33 plaintiffs have failed to allege with particularity “(1) the effort, if any, of the plaintiff to secure…”
John J. Parker Jr. v. Ohio Dev., LLC (Tex. App. 2024).
· cites it 2× “TEX. BUS. ORG. CODE § 153.403. In a section titled “Fraud—Conspiracy/Shalit & Ohio Development Derivative Claims Brought on Behalf of KCDC,” Parker’s fifth amended petition asserted: As described above, Ohio Development purchased the real estate lien note from Lakeland West…”
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