Sec. 153.402. STANDING TO BRING PROCEEDING. (a) Subject to Subsection (b), a limited partner may not institute or maintain a derivative proceeding unless: (1) the limited partner: (A) was a limited partner of the limited partnership at the time of the act or omission complained of; or (B) became a limited partner by operation of law originating from a person that was a limited partner or general partner at the time of the act or omission complained of; and (2) the limited partner fairly and adequately represents the interests of the limited partnership in enforcing the right of the limited partnership. (b) If the converted entity in a conversion is a limited partnership, a limited partner of that limited partnership may not institute or maintain a derivative proceeding based on an act or omission that occurred with respect to the converting entity before the date of the conversion unless: (1) the limited partner was an equity owner of the converting entity at the time of the act or omission; and (2) the limited partner fairly and adequately represents the interests of the limited partnership in enforcing the right of the limited partnership.
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