Section 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.Tex. Bus. Org. Code § 153.402
Amended by Acts 2019, Texas Acts of the 86th Leg.- Regular Session, ch. 899,Sec. 26, eff. 9/1/2019. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. 1/1/2006.