Checklists for Formation of a General Partnership Under the TBOC and the TRPA; Checklists for Formation of a Limited Partnership under the TBOC and the TRLPA (2005)

By: Sally A. Schreiber

Jan 09, 2006

1. Who is your client?1

2. What is the name of the partnership?2


1The answer to this question has several implications, including the overall bias of the agreement you will draft as well as your ethical responsibilities as a lawyer. As a general rule, it is difficult to represent more than one person in the formation of a partnership. This is true even if you are requested to do so and are assured that the persons asking you will never disagree because they are, for example, husband and wife, members of the same family, or lifelong friends.

2The name of the partnership is the subject of Section 1.03 of the Texas Revised Limited Partnership Act, Article 6132a-1 of Texas Revised Civil Statutes (hereinafter "TRLPA").

The name "must contain the words 'Limited Partnership,' 'Limited,' or the abbreviation 'LP,' 'L.P.,' or 'Ltd.' as the last words or letters of its name." In addition, if the partnership is to be a limited liability limited partnership, the name must have at the end of its name "the words 'Limited Partnership' or the abbreviation 'Ltd.' followed by the words 'registered limited liability limited partnership' or 'limited liability partnership' or the abbreviation 'LLP' or 'L.L.P.'" See Section 2.14(a)(3) of TRLPA.

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