Sec. 402.001. APPLICABILITY UPON EFFECTIVE DATE. (a) On or after the effective date of this code, this code applies to:
(1) a domestic entity formed on or after the effective date of this code;
(2) a domestic entity that is a converted entity resulting from a conversion that takes effect on or after the effective date of this code;
(3) a foreign filing entity, or other foreign entity, that is not registered with the secretary of state to transact business in this state before the effective date of this code; and
(4) a foreign nonfiling entity, including a foreign limited liability partnership.
(b) The registration of a domestic limited liability partnership or foreign limited liability partnership under prior law and in effect on the effective date of this code continues to be governed by the prior law until expiration of the current term of registration, unless earlier withdrawn or revoked.
(c) Notwithstanding Subsections (a) and (b), after the effective date of this code, Sections 152.802 and 152.803, instead of prior law, govern a filing with the secretary of state made on behalf of a domestic limited liability partnership registered under prior law.
(d) Notwithstanding Subsection (a), a domestic partnership that files an initial application for registration as a limited liability partnership after the effective date of this code is governed by Subchapter J, Chapter 152.
(e) Except as provided by Subsection (b), on or after the effective date of this code, Subchapter K, Chapter 152, applies to the registration of a foreign limited liability partnership registered under prior law.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 100, eff. January 1, 2006.
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 138, eff. September 1, 2007.
Acts 2015, 84th Leg., R.S., Ch. 23 (S.B. 859), Sec. 8, eff. January 1, 2016.
Notes of Decisions
Cited in
25
cases, 2006–2018 · leading case:
Ingram v. Deere, 288 S.W.3d 886 (Tex. 2009).
Ingram v. Deere, 288 S.W.3d 886 (Tex. 2009).
· cites it 4× “TEX. BUS. ORGS.CODE § 402.001. In addition, TRPA and the TBOC contain transition rules, providing that the preceding law will apply to existing partnerships for a period of years after each act's effective date, unless the partnership elects to be governed by the new act…”
Sneed v. Webre, 465 S.W.3d 169 (Tex. 2015).
“Laws 267 , 448-51 (current version at Tex. Bus. Orgs. Code §§ 21.551-.563). The TBOC applies to entities formed or converted under Texas law after January 1, 2006.”
Bendalin v. Youngblood & Assocs., 381 S.W.3d 719 (Tex. App. 2012).
· cites it 2× “Tex. Bus. Orgs. Code § 402.001. In addition, TRPA and the TBOC contain transition rules, providing that the preceding law will apply to existing partnerships for a period of years after each act’s effective date, unless the partnership elects to be governed by the new act…”
Webre v. Sneed, 358 S.W.3d 322 (Tex. App. 2011).
“See Tex. Bus. Orgs.Code Ann. §§ 402.001, .003, .”
Evanston Ins. v. Dillard Dep't Stores, Inc., 602 F.3d 610 (5th Cir. 2010).
“See Tex. Bus. Orgs. Code § 402.001(a)(1). CELLP is not such an entity because it was formed in 2002 and, more important, no longer existed when the TBOC became effective.”
Treeline 1 OCR, LLC v. Nassau Cnty. Indus. Dev. Agency, 82 A.D.3d 748 (N.Y. App. Div. 2011).
“However, as Ventures LP and Ventures LLC correctly contend, the Texas Business Organizations Code does not apply to them, as that statute only became effective on January 1, 2006, they were formed prior to January 1, 2006, and none of the exceptions articulated in the statute…”
— Tex. Bus. Orgs. Code § 402.001(a) — 1 case
— Tex. Bus. Orgs. Code § 402.001(a)(1) — 4 cases
Evanston Ins. v. Dillard Dep't Stores, Inc., 602 F.3d 610 (5th Cir. 2010).
“See Tex. Bus. Orgs. Code § 402.001(a)(1). CELLP is not such an entity because it was formed in 2002 and, more important, no longer existed when the TBOC became effective.”
— Tex. Bus. Orgs. Code § 402.001(a)(l) — 1 case
— Tex. Bus. Orgs. Code § 402.001(b) — 1 case
Daniel Mandarino, Carrie Mandarino, Laura Doyle, Robert Church, Brett Beals & Linda Beals as Trs. of the Beals Fam. Revocable Trust, Robert A. Schalbe, William H. Gay, Jr., Riccardio D. Gay, Eric Johnstone, Rafal Zielinski & Vally Mestroni v. Sherwood Lane Investments, LLC (Tex. App. 2015).
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