General partners can be added to a limited partnership under the partnership agreement, or with all partners’ written consent if the agreement does not cover it.
Sec. 153.151. ADMISSION OF GENERAL PARTNERS. (a) After a limited partnership is formed, additional general partners may be admitted: (1) in the manner provided by a written partnership agreement; or (2) if a written partnership agreement does not provide for the admission of additional general partners, with the written consent of all partners. (a-1) On formation of a limited partnership, a person becomes a general partner if the person: (1) has entered into the partnership agreement as a general partner; and (2) is named as a general partner in the certificate of formation of the limited partnership. (b) A person may be a general partner unless the person lacks capacity apart from this chapter. (c) A written partnership agreement may provide that a person may be admitted as a general partner in a limited partnership, including as a sole general partner, and may acquire a partnership interest in the limited partnership without: (1) making a contribution to the limited partnership; or (2) assuming an obligation to make a contribution to the limited partnership. (d) A written partnership agreement may provide that a person may be admitted as a general partner in a limited partnership, including as the sole general partner, without acquiring a partnership interest in the limited partnership. (e) This section is not a limitation of or does not otherwise affect Section 153.152. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. Amended by: Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 87, eff. January 1, 2006. Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 88, eff. January 1, 2006. Acts 2021, 87th Leg., R.S., Ch. 39 (S.B. 1203), Sec. 31, eff. September 1, 2021.