    The Attorney              General of Texas
                   December     29,    1978




Honorable Richard D. Latham               Opinion No. H- 13 2 1
Securities Commissioner
State Securities Board                    Re: Whether an amendment of a
709 Lyndon Baines Johnson Building        limited partnership certificate re-
Austin, Texas 707ll                       quires unanimous approval of all
                                          partners.

Dear Commissioner Latham:

        Attorney General Opinion H-1229 (1978) indicates that the Texas
Limited Partnership Act requires that partners in a limited partnership be
unanimous in certain actions such as amending the partnership certificate.
 You ask if a unanimous vote of all members is required or if all members
must merely sign any amendment to a certificate.     Your question and our
response are directed to the North American Securities Administrators
Association voting rights discussed in Attorney General Opinion H-1229
(1978).

        The relevant language in Attorney General Opinion H-l229 was based
on section 26 ‘of article 6132a, V.T.C.S., the Texas Uniform Limited
Partnership Act. Section 26 provides in part:

             Sec. 26. (a) The writing to amend a certificate
             shalh (l) Conform to the requirements of Section
             3(a)(l) as far as necessary to set forth clearly the
             change in the certificate     which it is desired to
             make, and
             (2) Be signed and sworn to by all members, and an
             amendment substituting a limited partner or adding
             a limited or general partner shall be signed slso by
             the member to be substituted or added, and when a
             limited partner is to be substituted, the amendment
             shall also be signed by the assigning limited
             partner.
                      (b) The writing to cancel a certificate shall
             be signed by all members.
                      (c) A person desiring the cancellation     or
             amendment of a certificate,       if any person desig-
             nated in paragraphs (a) and (b) as a person who




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Honorable Richard D. Latham      -   Page 2      (H-1321)




              must execute the writing refuses to do so, may petition the
              district court of the judicial district wherein he resides, to
              direct a cancellation or amendment thereof.
                      (d) If the court finds that the petitioner has a right to
              have the writing executed by a person who refuses to do so it
              shall order the Secretary of State to record the cancellation or
              amendment of the certificate; and where the certificate      is to
              be amended, the court shall also cause to be filed for record in
              said office a certified copy of its decree setting forth the
              amendment.

         This statute clearly requires that any amendment of the certificate be signed and
sworn to by all members. A limited partner often signs through his attorney in fact. Sec.
33.      The Act does not, however, require that all members agree to any particular
amendment of the partnership certificate.          The Act provides that certain types of
certificate   amendments require unanimous action.        See % sections 10(a)(5), 10(a)(6),
10(A)(?). Other provisions of the Act specifically requir~ancellation     or amendment when
certain non-unanimous action is taken.         See e. sections 3(a)(l)(J); 20(d) and ZS(bX2);
3(a)(l)(K); lO(aX6) and 25(b)(3); 3(a)(l)(M); lm7 + ; 21(a) and 25(b)(5).    Additionally, the
Limited Partnership Act contemplates that amendment or cancellation of the certificate
may be undertaken even though a member refuses to sign the amendment.            Section 28(c)
provides a means by which an individual may obtain a court order requiring an amendment
or cancellation to be filed even though one or more partners refuse to sign.

       Thus, while all members of a limited       partnership are required to sign any writing
which would amend or cancel the certificate,     a unanimous vote is not necessarily required
to take such action.

                                       SUMMARY

              The amendment or cancellation        of a limited partnership
              certificate &es not necessarily require a unanimous vote.




                                              Attorney General of Texas




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    Honorable Richard D. Latham   - Page 3   (H-1321)




    APPROVED:




    Opinion Committee   .




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