Texas Attorney General Opinion: WW-191 Page: 3 of 4
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Hoa. Zollte Steakley,. page: 3. (WW-49LY)
and the.authorities cited- and discuss.ed Although Section B of Article 8.01
of: e e Te xas: Business Corporation Act puts at rest. many old issues, Sec-
tionA of Article 8.01 invokes the requirement of procuring a certificate
of. authority more strictly and based onr less activity or fewer acts or oc-
currences than the old requirements: of. what constituted dangg. bus iness"
The- answer to your, first question- is yes,.
As to your: second question it is a rule- nler our'statutes that in
statutory construction the ordinary signification. shall b applied to words,
except words of art or words. connected with a particular trade% or subject
matter. Section L of Article 10, Vernon3, Texas Gi.vitL.Statutes.. A .partner-
ship is not ordinarily. thought of a as person.under Texas law.. 32. TexSaur,..
221, Partnership, S c. 5i ..
A partner-hip is variously ,viewed as an etit a.d as aaggre-
gate of idiviiduals,. f-equently separately: viewed on.tve, z the. same.page of
a decision.or of a treatise.. 32. Ter.Jur, 22 --223 , Partnership, Sec.. 5;
Third Annual O . & Gas Institute, Soutthwestern Lega4 Foaundatior pp. 268-
270. However, it is. not. viewe as a person as that. term. is no.rrmally used.
It is our opinion that such. term as persons as use&. in this :.act. is not a
word of art nor a. -word connected with a particular tradeL or subject. matter.
The: individual partners: of a partnership may become liixtted partners. in
a Texas limited: partnership,. but they must do so- in their individual capacities,
In the case.of Port Azthur Trust CGmpany .b 4u4ldow',. 291 S..W.
2d 312, our .Supreme Court cites. Article 21,, Sec. 2,. Vernons Texas Civil
Statutes, whiah. provdies tiat the term " person gene ralir shall include-
corporations.. There is: no such statute providing that the- term "person"
shall generally include partnerships. Although some states such as Okla-
homa view a. pa-rtnership as such a distinct entity as. to. be capable of becom-
ing a member of. another firm, we do~ not believe that such view regarding
a partnership has. bee accepted by the Texas courts. Compare Houston: v.
McCrory, 140 Okla. 214 282 P. 149 and McFaddin,. Wies &. Kyle Land GoA-
v. Texas' Rice Land CGo., Tex.Civ.App.. 25a SW 91. affrwm.e TexCnm.
App., 265 S.W. 88&. See Glascock. v. Price, 92' Tex. 271, 47S.WA. 965 (189.8);
Martin. v. HemphiUl, 237 S;.W. 550 (1922);- and Aboussie: v. Aboussie, 270 S.W.
2d 636 (Tex. iv.App., 1954)- e'rrref. and the discussion of the character of
a partnership under. Texas law as compared to Oklahoma and Louisiana law
at 94 Southwestern Law journal 174 and 175._
In many' recent instances the Legis:lature has expressly provided
in a, statute that the term "person" shall include partnership. This prac-
tice has been so frequent that the failure to do so would seem: s-ignificant
in those cases where there is no express provision for such. definition or
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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/m1/3/: accessed June 9, 2024), University of North Texas Libraries, The Portal to Texas History, https://texashistory.unt.edu; crediting UNT Libraries Government Documents Department.