Texas Attorney General Opinion: WW-191 Page: 2 of 4
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Hon. Zollie Steakley, page 2 (WW-191)
"The questions presented under the submitted facts are:
"1. Will a corporate limited partner be required to
take out a permit to do business if the partnership engages
in no other activities than those stated above ?
'2. Is a partnership regarded as a 'person' within the
meaning of Section 2 of the Texas Uniform Partnership Act,
entitled to become a partner either initially or by substitution ?'
SA foreign coporation which becomes a limited partner in a
Texas:limited partnership and contributes capital to the partnership is
transacting business in the State so as to require qualification in the State
if the a ts of the partnership would constitute transacting business in the
State if done by the foreign corporation alone or if the actions of the for-
eign corpbration constitute transacting business in the State. Harris v.
Columbia Water & Light Co., 108 Tenn. 245, 67 S.W. 811; Ashland Lumber
Co. v. Detroit Salt.Co.,: 114.Wis. 66, 89 N.W. 904; Fletcher*s Corporations
(Perin.Ed.) 8500, Vol.: 17, p. 553. The extent to which the foreign corpora-
tion is transacting business in the State is to be measured by its capital
contribution or investment in the limited partnership. People ex rel Badische
Anilin & Soda Fabrik v. Roberts, Comptroller, (Court of Appeals, N.Y., 1897)
46 N.E. 161; Sec. 10 (a) of the Texas Uniform Limited Partnership Act (codi-
fied as Article: 6132a, Sec. 10a, Vernon's %Texas Civil Statutes); and 32 Tex.
lur. 312, Partnership, S 61. If this were not-so, foreign corporations could
circumvent compliance with statutory requirements for obtaining a certifi-
cate of authority'to-transactbusiness in the State. Fletchers Corporations,
S 8517, VoL.-17, p. 606, . .
The. question. whether certain acts constitute the transacting of
business in the State is mainly a question of fact. All the combined acts of
the foreign corporation, and ;ii this instance the acts of the limited partner-
ship and the corporate general partner :must be considered. Security Co.
v. Panhandle National Bank, (Texas Sup.Ct., 1900), 57 S.W. 22, Fletcher's
Corporations .(Pernm.Ed.) Sec.-8464, Vol. 17, p. 465.
It is significant. that lfithe limited partnership was not transact-
ing business in the State, there would not'seem to be any reason for the
limited partnership totregister with the Secretary of State. Further, it
is noted that the requirement-of Article 8.01 of the Texas Business Corpora-
tion Act is "to transactlbusiness'T There is a distinction between
"transacting business !.' and "'doing businesss ss';. Les activity is necessary
to have. "transacting business" than to 'constitute;: doing business. See
Smythe v, Ft. Worth Glass and Sand Go.; (TexSup.Ct., 19i2) 142 S.W. 1157.
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Texas. Attorney-General's Office. Texas Attorney General Opinion: WW-191, text, July 12, 1957; (https://texashistory.unt.edu/ark:/67531/metapth266802/m1/2/: accessed June 9, 2024), University of North Texas Libraries, The Portal to Texas History, https://texashistory.unt.edu; crediting UNT Libraries Government Documents Department.