This section discusses the aspects of the law that specifically apply to joint ventures.

A joint venture, or joint adventure, is but another name for a special partnership. It might be distinguished from a general partnership in that the latter is formed for the transaction of a general business, while a joint venture is usually limited to a single transaction. That is, a joint venture is a special combination of persons in the nature of a partnership engaged in the joint prosecution of a particular transaction for mutual benefit or profit.

From a practical standpoint, an investigation to identify the joint adventurers in a business transaction will proceed from the same considerations as if the investigation were being made to determine whether a partnership exists or who to identify the partners in a general partnership.

This section discusses the aspects of the law that specifically apply to limited partnerships.

The Uniform Limited Partnership Act (Art. 6132a, Revised Civil Statutes of Texas) became effective on April 30, 1955. A limited partnership is defined in the Act as a partnership formed by two or more persons under the provisions of Section 3 of the Act and having as members one or more general partners and one or more limited partners. The limited partners as such are not bound by the obligations of the partnership. Limited partners may not take part in the day-to-day operations of the business.

Under this Act, a certificate must be made, acknowledged, filed and recorded in the office of the Secretary of State in Austin, Texas.

It is not necessary for the certificate to be filed and recorded with the County Clerk of each county wherein the limited partnership has a place of business. Some of the more important requirements are that the certificate must show the name of the partnership, character of business, names of all general and limited partners with their residence addresses, location of the principal place of business, the term for which the partnership is to exist, the amount of cash and a description of the agreed value of other property contributed by each limited partner and the right, if given, of the remaining general partner or partners to continue the business on the death, retirement or insanity of a general partner.

NOTE: Employers do not have to provide a list of limited partners only the general partner(s). Limited partners are always exempt from TUCA. Whether there is or is not a written agreement. Account is styled using the name of the general partner and ETAL.

A limited partnership is formed for a specified term stated in the certificate filed with the Secretary of State. The retirement, death or insanity of a general partner dissolves the partnership, unless the business is continued by the remaining general partners under a right to do so stated in the certificate, or with the consent of all members. On the death of a limited partner, the limited partners his executor or administrator shall have all the rights of a limited partner for the purpose of settling his estate, and such power as the deceased had to constitute his assignee a substitute limited partner. The estate of a deceased limited partner shall be liable for all the limited partners' liabilities as a limited partner.

A limited partnership certificate shall be canceled when the partnership is dissolved or all limited partners cease to be such. A certificate shall be amended when:

1. There is a change in the name of the partnership or character of the contribution of any limited partner.
2. A person is substituted as a limited partner.
3. An additional limited partner is admitted.
4. A person is admitted as a general partner.
5. A general partner retires, dies, or becomes insane, and the business is continued under a right to do so stated in the original certificate or with the consent of all members.
6. There is a change in the character of the business of the partnership.
7. There is a false or erroneous statement in the certificate.
8. There is a change in the time as stated in the certificate for dissolution of the partnership or for the return of a contribution.
9. A time is fixed for the dissolution of the partnership, or the return of a contribution, no time having been specified in the certificate, or the members desire to make a change in any other statement in the certificate in order that it shall accurately represent the agreement.

Amendments to or requests to cancel a certificate must be filed with the Secretary of State in Austin, Texas.

A limited partnership formed under any statute of this State prior to the adoption of the Uniform Limited Partnership Act (effective April 30, 1955) may become a limited partnership under this Act by filing a certificate with the Secretary of State in accordance with Section 3 of the Act, provided certain other statutory provisions are met.

Information concerning a limited partnership should be obtained from a general partner and reports should be signed by a general partner. When information is needed from the Secretary of State concerning a limited partnership certificate, cancellation, amendment or dissolution, the field should ask the State Office to obtain such information.

The death, withdrawal or addition of a partner has the following effects, with respect to a Limited Partnership:

If the limited partnership defaults on debts, the general partner becomes liable for the debt. A limited partner is liable only to the extent of his investment, hence his/her exposure to being sued for the partnership debts is "limited".