Yet another way in which unincorporated business entities (UBEs) under the Texas Business organizations code ("TBOC") differ is the ability to contract as to fiduciary duties.
General Partnerships (Chapter 152). Section 152.002(B)(2)-(4) are parallel to RUPA section 103(b)(3)-(5). That is, no eliminations of the Section 152.204-.207 duties, but excluded specific activities or standards, so long as not manifestly unreasonable.
Limited Partnerships (Chapter 153). Chapter 153 is a RULPA-type statute, so Section 153.003(a) generally incorporates Chapter 152, and a general partner has the same rights, powers and restrictions, and liabilities as a partner in a general partnership, ยง 153.152.
Limited Liability Companies (Chapter 101). Section 101.401 is based on the early version of Delaware LLC 18-1101(c)(2): the company agreement may "expand or restrict" duties, including fiduciary duties, and related liabilities. As suggested by the Delaware Supreme Court in Gotham Partners, L.P. v. Hallwood Realty Partners, L.P.,817 A.2d 160, expanding or restricting probably does not include eliminating. Id. at 166-68. Such an interpretation would be consistent with Section 152.002(b)(2-(4), but without an express "manifestly unreasonable" limitation. Would a "manifestly unreasonable" limitation be the equivalent of an elimination?
posted by Gary Rosin